GE HealthCare Technologies Inc. (GEHC) May 7, 2026 Annual General Meeting Transcript

welcome to the GE Healthcare's 2026 Annual Meeting of Stockholders. The polls opened at the beginning of this meeting. If you have not already voted your shares or wish to change your vote, you may do so by clicking on the vote button on your screen. The polls will remain open until the conclusion of the balloting portion of the meeting. We do not expect any technical difficulties today. However, in the event we lose audio or webcast connection, please wait in the meeting site until we are able to resolve or provide an update. With that, I'll turn it over to Larry Culp, Chairman of GE Healthcare, to begin the meeting.

Jen, thank you. Welcome, everyone. I'm Larry Culp, Chairman of the Board of Directors of GE Healthcare, and I will be presiding at this meeting. Thank you for joining us today for GE Healthcare's annual meeting of stockholders. I'd like to get started by introducing my colleagues on the board of directors who are joining us on the line today. Our directors are Peter J. Arduini, President and Chief Executive Officer of GE Healthcare, Rodney F. Hockman, Chief Executive Officer Emeritus of Proviso Movie, Professor Emerita at the University of Pennsylvania, and former President and Chief Executive Officer of the Robert Wood Johnson Foundation. Risa has served as our lead director and chair of the Nominating and Governance Committee. Kevin A. Lobo, Chief Executive Officer of Striker. Kathy Lesjack, former Executive Vice President and Chief Financial Officer of HP. Kathy serves as the chair of our Audit Committee. Ann T. Madden, Senior Vice President of Portfolio Transformation and Senior Advisor of Honeywell International and former senior vice president and general counsel of Honeywell International. William J. Stromberg, former chief executive officer of T. Rowe Price Group, Bill Services, the chair of our Talent, Culture, and Compensation Committee. VBL Yang, former general manager of Amazon Web Services Health. Risa and Tomislav Mihaljevic are not standing for re-election to the board. We thank them both for their invaluable service and outstanding contributions to GE Healthcare since the spinoff. We are also joined today by Frank Jimenez, General Counsel and Corporate Secretary of GE Healthcare. Frank will act as Secretary of this meeting. I'll now ask Frank to walk us through the plan for the meeting.

Joined on the line today by Michael Barbera from First Coast Results, who has been appointed as Inspector of Election in accordance with the company's bylaws and taken the oath of office required by law, and also by Jen O'Dell, Deloitte and Touche LLP's lead audit partner for the GE Healthcare Audit. Although Deloitte has indicated that it does not wish to make a statement, Jen is available to respond to appropriate questions during the question and answer period. Before starting, I'd like to note that during this meeting, we will make forward-looking statements about our performance and business strategy. These statements are based on how we see things today. As described in our SEC filings, actual results may differ materially due to risks and may also make statements that include both GAAP and non-GAAP financial results. Reconciliations between GAAP and non-GAAP measures can be found in our press releases and corresponding presentation slides for fourth quarter 2025 and first quarter 2026 available on our website. We will start with remarks from our President and CEO, Peter Arduini, and then move to the formal business of the meeting, including voting on the proposals set forth in the proxy statement, which has been distributed to all stockholders of record as of March 9, 2026. After presentation of the proposals, we will address questions related to the proposals that comply with the meeting rules of conduct. The rules of conduct can be found on the meeting page under the meeting material section and appears a link labeled as rules of conduct. Stockholders can submit questions online in the ask a question field in the meeting website. Following this, we will conduct balloting and hear from inspector of election with preliminary vote results. After the formal meeting has been adjourned, we will answer questions of a more general nature that comply with the rules of conduct. We will respond to as many questions as possible during the time we have allotted for the meeting, and we'll address unanswered questions on our corporate website after the meeting. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording. With that, I'll hand the call back to Larry.

Frank, thank you. I'd now like to welcome Pete to get us started with an update on the company. Pete?

Good morning, everyone, and thank you for joining GE Healthcare's annual meeting of stockholders. On behalf of our board and management team, let me begin by thanking our colleagues for their contributions over the past year in advancing our purpose and growth strategy. 2025 was a year of discipline execution and operational resiliency as our industry continued to navigate a dynamic global environment, including tariffs. Across GE Healthcare, our team stayed focused on what matters most, supporting customers, advancing innovation, and delivering on our strategy centered on precision care, growth acceleration, and business optimization. We delivered $20.6 billion in revenue and closed the year with a record backlog and solid book-to-bill, reinforcing the strength of our portfolio and the trust our customers place in us. 2025 earnings per share grew, driven by healthy volume and ongoing productivity improvement, even with tariff impact, a testament to the significant mitigation work undertaken by our team. In 2025, we entered a new wave of innovation with differentiated products across all of our segments. Our journey to increase innovation investment began when we spun off from General Electric three years ago. And since then, we've invested more than $5.1 billion, resulting in a stronger and more competitive portfolio and made meaningful progress towards launching additional new products. We advanced our lean journey with the implementation of Heartbeat, our proprietary business system. Heartbeat is a step change in how we run the company, anchored in key metrics around safety, quality, delivery. This is a steady pulse that runs through the organization to drive focused execution and deliver greater value for ultimately patients, customers, and shareholders. Where recently we reported first quarter 26 results were pleased with the top line performance that was driven by strong commercial execution in pharmaceutical diagnostics, advanced visualization solutions, and imaging, as well as our services. We made good progress on innovation with regulatory clearances for several differentiated products, including for Photonova Spectra and the Cigna Sprint with Freelium. We also delivered robust growth in contrast media and radiopharmaceuticals, including Fercato, our diagnostic agent for myocardial perfusion imaging. Profit in the first quarter was impacted by a discrete PDX supplier issue that's since been resolved, and we saw significant increases. We also announced a combination of imaging and AVS to create a new segment, Advanced Imaging Solutions, led by Phil Racklett. This change now moves us from four distinct segments to three, AIS, PDX, and effectively capitalize on our new wave of innovation, sharpen our disease. The fundamentals of the business remain strong. We're focused on discipline execution of our strategy to advance precision care, strengthen operational excellence through heartbeat, and deliver innovation for profitability to create value creation for our staff. official business of the meeting, of the company, of stockholders.

I'll hand it back to Frank to walk us through the formal part of the meeting and the voting matters that are set forth in the proxy statement.

The Board of Directors selected March 9, 2026 as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the requisite notice of Internet availability or document mailing, as applicable, which were made available or mailed starting on or about March 19, 2026, to all stockholders of record. This affidavit will be incorporated into the minutes of this meeting. The stockholder list shows that, as of the record date, there were 456,290,143 shares of common stock outstanding and entitled to vote at this meeting, formed by the Inspector of Election that there are, represented in person or by proxy, 399,467,790 shares, 87.5% of all stock entitled to vote at this meeting. Since this represents a majority of the voting power of all issued and outstanding stock entitled to vote at this meeting, I certify that, as required by the company's bylaws, a quorum is present, and as the operator noted at the beginning of the meeting, the polls are open. If you have not already voted your shares or wish to change your vote, you may do so by clicking the vote button on your screen. The polls will remain open until the conclusion of the balloting portion of the meeting. We'll take up the election of directors and the proposals first. Then we will address questions that are specific to those topics. The proposals presented at this meeting are explained in detail in the proxy statement that was made available to all stockholders and titles. Each of the proposals is deemed to have been properly brought before the meeting. After we conclude the formal meeting, we will take questions of a more general nature. This is the election of directors. I place before the meeting to serve as directors for the coming year eight of the individuals who are introduced at the start of the meeting and whose backgrounds and qualifications are described in more detail in the proxy state. The Board of Directors recommends a vote for each of the director nominees. There have been no additional nominations received prior to the deadline established in the company's bylaws, and in accordance with the company's bylaws, no additional nominations may be made at this meeting. The nominations are therefore closed. The final item is the approval on an advisory basis of our named Executive Officer's Compensation for fiscal year 2025, as described further in the proxy statement. The Board of Directors recommends a vote for the approval of our named Executive Officer's Compensation. And the final item is the ratification of the appointment of Deloitte & Soush LLD as the company's independent auditor for fiscal year ending December 31, 2020. We have been monitoring the portal for questions from stockholders on the proposals and have received none. So, we will move on to balloting and the results of the voting. For any stockholders who have not yet voted, the polls will be closing momentarily. If you already submitted a vote, there is no need to enter it again. Any vote submitted during the meeting will be reflected in the final vote results after the meeting. This concludes the review of the matters to be voted on. It is now 8.15 a.m. Central Time. The inspector of election is ready to announce the outcome of the voting. Let's go to the inspector's report. Michael Barbera of First Coast Results is on the line to present the report of the inspector.

Mr. Chairman, the inspector of election has completed an initial count of the votes cast at this meeting in person or by the meeting. Proxies representing approximately 399.4 million shares, or 87.5% of the total shares eligible to vote, were received. Other shares have been voted at this meeting by ballot or by proxy. On the basis of our initial count, the inscriptive election announces the following preliminary results. All director nominees have received the majority of the votes cast, and all director nominees have been elected or re-elected. The advisory vote on named executive officers' compensation for fiscal year 2025 received an affirmative vote of a majority of the voting power of shares of stock present in person or represented by proxy and entitled to vote thereon. The selection of Deloitte as independent auditor for 2026 has been ratified by an affirmative vote of a majority of the voting power of shares of stock present in person or represented by proxy and entitled to vote thereon. Mr. Secretary, this initial tally is subject to verification and the final tabulation that will be set forth in the formal report of the inspected election to the company, which will be made after the count has been verified. This concludes our report.

Starting the final vote results in a form 8K to be filed within four business days. I'd now like to turn the meeting back to Larry.

Frank, thank you. The results of the final vote will be incorporated into the minutes of this meeting. That concludes the formal portion of the meeting, and the meeting is now officially. I'll proceed to answer questions of a more general nature that have been submitted in accordance with the rules of conduct, and for that I'll turn it over to Frank and Pete to read and answer those questions.

Larry, we have received one question from a shareholder. That question is, how has GE Healthcare reacted to the tariffs and inflation? How is the economic environment in the U.S.?

I'm interested in your question, the two parts I'll address. So from a tariff and inflation standpoint, first on tariffs, obviously created headwinds last year and in this year. Our teams have done really a tremendous amount of work on mitigation. As you can imagine, those include supply chain changes, product transfers, as well as working with bringing products back into the industry, which we have done. And so as we enter into this year, 2026, we've communicated that we expect to see lower tariff impact on our business in 2026 versus 25. And that's because of the great work the team has done, offsetting almost half of the overall impact. The second part on inflation, it's been an inflationary environment really the last 18 months or so. As I mentioned in my prepared remarks, we were dealing with some here in the first quarter and will through the rest of the year. Some of that's associated with fuel. Some of that the team has good plans in place to be able to make an environment in the U.S. and the world. Look, as the world ages, we're seeing, obviously, very good customer feedback from the newer products that will accelerate our growth. Thank you for your question.

Thanks, Pete. We've received no other stockholder questions, so with that, I'll turn it back to Larry.

Thank you all for joining us today. The board and I thank you for your commitment to GE Healthcare and your confidence in our board of directors and management team. This concludes our annual meeting of stockholders.

This now concludes the meeting. Thank you for joining and have a pleasant day.