8-K
GENERAL ELECTRIC CO (GE)
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 15, 2023
General Electric Company
(Exact name of registrant as specified in its charter)
| New York | 001-00035 | 14-0689340 | ||
|---|---|---|---|---|
| (State or other jurisdiction<br> of incorporation) | (Commission<br> File Number) | (IRS Employer<br> Identification No.) | ||
| One Financial Center, Suite 3700, | Boston, | MA | 02111 | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code) (617) 443-3000
_______________________________________________
(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 | GE | New York Stock Exchange | |||
| 1.250% Notes due 2023 | GE 23E | New York Stock Exchange | |||
| 0.875% Notes due 2025 | GE 25 | New York Stock Exchange | |||
| 1.875% Notes due 2027 | GE 27E | New York Stock Exchange | |||
| 1.500% Notes due 2029 | GE 29 | New York Stock Exchange | |||
| 7 1/2% Guaranteed Subordinated Notes due 2035 | GE /35 | New York Stock Exchange | |||
| 2.125% Notes due 2037 | GE 37 | 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 15, 2023, General Electric Company ("GE" or the "Company") filed with the Secretary of State of New York a Certificate of Change (the "Certificate of Change") to its restated Certificate of Incorporation (the "Certificate of Incorporation").
The Certificate of Change amends GE's Certificate of Incorporation to reflect the relocation of GE's headquarters and to provide that the Secretary of State of New York, as the Company's agent for service of process, shall mail a copy of any process served upon him or her to the Company's Vice President, Litigation, at One Financial Center, Suite 3700, Boston, Massachusetts 02111.
A copy of the Certificate of Change is included as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description |
|---|---|
| 3.1 | Certificate of Change to GE's Certificate of Incorporation updating the address for service of process, dated May 15, 2023. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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.
| General Electric Company | |
|---|---|
| (Registrant) | |
| Date: May 17, 2023 | /s/ Brandon Smith |
| Brandon Smith<br><br>Vice President, Chief Corporate, Securities & Finance Counsel |
3
Document
Exhibit 3.1
CERTIFICATE OF CHANGE
OF
GENERAL ELECTRIC COMPANY
(Under Section 805-A of the Business Corporation Law of the State of New York)
1.The name of the corporation is General Electric Company. It was incorporated under the name General Electric Company.
2.The Certificate of Incorporation of said corporation was filed by the Department of State on April 15, 1892, following the creation of General Electric Company pursuant to a Special Act of the New York Legislature, Chapter 323, Laws of 1892, effective April 15, 1892.
3.The following was authorized by the Board of Directors:
To change the post office address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him, and to restate Section 7 of the Certificate of Incorporation in its entirety as set forth below:
Section 7. Agent for Process
The Secretary of State of the State of New York is designated as the agent of the corporation upon whom process against it may be served, and the post office address to which the Secretary of State shall mail a copy of such process served upon him or her is Vice President, Litigation, General Electric Company, One Financial Center, Suite 3700, Boston, Massachusetts 02111.
| /s/ Brandon Smith |
|---|
| Brandon Smith |
| Vice President, Chief Corporate, Securities & Finance Counsel and Associate Secretary |
Exhibit 3.1
| CERTIFICATE OF CHANGE OF | |
|---|---|
| GENERAL ELECTRIC COMPANY | |
| UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW | |
| Filed by: | Brandon Smith |
| --- | --- |
| Vice President, Chief Corporate, Securities & Finance Counsel and Associate Secretary | |
| General Electric Company | |
| One Financial Center, Suite 3700 | |
| Boston, MA 02111 |