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GE Vernova (NYSE: GEV) investors approve board, pay and auditor

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

GE Vernova Inc. reported results from its annual stockholder meeting held on May 20, 2026. Stockholders elected three Class II directors to three-year terms, with Matthew Harris receiving 189,302,786 votes for, Martina Hund-Mejean 188,966,891, and Paula Rosput Reynolds 183,898,706.

Stockholders approved, on an advisory basis, the compensation of named executive officers, with 183,990,315 votes for and 7,733,058 against. They also ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026, with 225,917,101 votes for. A stockholder proposal requesting a sustainability goals report using net-present-value and return-on-investment calculations was not approved, receiving 2,895,955 votes for and 187,794,281 against.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Annual meeting date May 20, 2026 Date of GE Vernova annual stockholder meeting
Votes for Matthew Harris 189,302,786 votes Election as Class II director
Votes for Martina Hund-Mejean 188,966,891 votes Election as Class II director
Votes for Paula Rosput Reynolds 183,898,706 votes Election as Class II director
Say-on-pay votes for 183,990,315 votes Advisory approval of executive compensation
Auditor ratification votes for 225,917,101 votes Ratification of Deloitte & Touche LLP for 2026
Sustainability proposal votes for 2,895,955 votes Stockholder proposal on sustainability goals reporting
Sustainability proposal votes against 187,794,281 votes Stockholder proposal on sustainability goals reporting
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"approved the compensation of our named executive officers in an advisory vote"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent auditor financial
"ratified the appointment of Deloitte & Touche LLP as our independent auditor"
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
stockholder proposal financial
"A stockholder proposal requesting a report assessing sustainability goals"
net-present-value financial
"assessing sustainability goals on the basis of net-present-value and return-on-investment calculation"
return-on-investment financial
"assessing sustainability goals on the basis of net-present-value and return-on-investment calculation"
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 20, 2026

GE Vernova Inc.
(Exact name of registrant as specified in its charter)
 
Delaware001-4196692-2646542
(State or other jurisdiction
 of incorporation)		(Commission
 File Number)		(IRS Employer
 Identification No.)
   
58 Charles Street,Cambridge,MA 02141
(Address of principal executive offices) (Zip Code)
    
(Registrant’s telephone number, including area code) (617) 674-7555

_______________________________________________
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per share
GEV
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.☐


Item 5.07 Submission of Matters to a Vote of Security Holders.

GE Vernova Inc. (“GE Vernova,” “we,” or “our”) held its annual meeting of stockholders on May 20, 2026 (the “Annual Meeting”). Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders at the Annual Meeting. For more information about the proposals set forth below, please see our definitive proxy statement filed with the Securities and Exchange Commission on April 3, 2026.

1.Our stockholders elected three Class II directors to each serve a three-year term until our 2029 annual meeting of stockholders or until his or her successor has been elected and qualified, based on the following voting results:

Nominee
Votes For
Votes Against
Abstentions
Broker Non-Votes
Matthew Harris
189,302,7862,467,842560,15834,284,142
Martina Hund-Mejean
188,966,8912,974,428389,46734,284,142
Paula Rosput Reynolds
183,898,7067,842,872589,20834,284,142


2.     Our stockholders approved the compensation of our named executive officers in an advisory vote, based on the following voting results:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
183,990,3157,733,058607,41334,284,142


3.     Our stockholders ratified the appointment of Deloitte & Touche LLP as our independent auditor for the fiscal year ending December 31, 2026, based on the following voting results:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
225,917,101354,151343,676N/A

4.     A stockholder proposal requesting a report assessing sustainability goals on the basis of net-present-value and return-on-investment calculation was not approved, based on the following voting results:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
2,895,955187,794,2811,640,55034,284,142


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  GE Vernova Inc. 
  
(Registrant)
 
   
 
 		 
Date: May 22, 2026 /s/ Richmond Glasgow 
  
Richmond Glasgow
Vice President, Chief Corporate Counsel
 


Source: View Original Filing on SEC EDGAR

FAQ

What did GE Vernova (GEV) stockholders decide at the 2026 annual meeting?

Stockholders elected three Class II directors, approved executive compensation in an advisory vote, and ratified Deloitte & Touche LLP as independent auditor. They did not approve a stockholder proposal on sustainability goals reporting using net-present-value and return-on-investment calculations.

Were GE Vernova (GEV) directors re-elected at the 2026 annual meeting?

Yes. Three Class II directors were elected to three-year terms ending at the 2029 annual meeting. Matthew Harris, Martina Hund-Mejean, and Paula Rosput Reynolds each received strong majority support, with vote totals exceeding 183 million shares in favor for every nominee.

How did GE Vernova (GEV) stockholders vote on executive compensation?

Stockholders approved the compensation of named executive officers in an advisory say-on-pay vote. The resolution received 183,990,315 votes for, 7,733,058 votes against, 607,413 abstentions, and 34,284,142 broker non-votes, indicating broad support for the company’s pay practices.

Which auditor did GE Vernova (GEV) stockholders ratify for 2026?

Stockholders ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026. The ratification received 225,917,101 votes for, 354,151 votes against, and 343,676 abstentions, with no broker non-votes reported for this proposal.

What happened to the GE Vernova (GEV) sustainability goals stockholder proposal?

The stockholder proposal seeking a report on sustainability goals using net-present-value and return-on-investment calculations was not approved. It received 2,895,955 votes for, 187,794,281 votes against, 1,640,550 abstentions, and 34,284,142 broker non-votes at the annual meeting.

When was GE Vernova’s 2026 annual stockholder meeting held?

The annual meeting of GE Vernova stockholders was held on May 20, 2026. At this meeting, investors voted on director elections, an advisory say-on-pay resolution, auditor ratification for 2026, and a stockholder proposal concerning sustainability goals reporting metrics.

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