GE HealthCare Technologies Inc. (GEHC)
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AGM 2025

May 28, 2025

Speaker 2

At GE HealthCare, we believe the future of healthcare has no limits, and that it will be defined not by how to treat an illness, but by how to treat the patient. The future of healthcare will combine AI with clinician expertise to create a cohesive view of each patient from millions of points of data. It will use advanced imaging to diagnose in minutes. It will make care more predictive and therapies more precise. It will enable continuous monitoring in more places. The technology we're mastering today will help make care more personalized tomorrow, so that every one of us can live healthier lives with fewer limits. This is the future of healthcare. This is GE HealthCare.

Operator

Good morning and welcome to the GE HealthCare 2025 Annual Meeting of Stockholders. The polls opened at the beginning of this meeting. If you have not already voted your shares or you wish to change your vote, you may do so by clicking the Vote button on the bottom of 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 will turn it over to Larry Culp, Chairman of GE HealthCare, to begin the meeting.

Larry Culp
Chairman, GE HealthCare

Thank you and welcome, everyone. I'm Larry Culp, Chairman of the Board of Directors of GE HealthCare, and I'll be presiding today at this meeting. We appreciate you 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. Each of them is joining us on the line today. Our directors are Peter J. Arduini, President and Chief Executive Officer of GE HealthCare; Rodney F. Hochman, Chief Executive Officer emeritus of Providence; Lloyd W. Howell Jr., Executive Director of the NFL Players Association and former Executive Vice President, Chief Financial Officer, and Treasurer of Booz Allen Hamilton; Risa Lavizzo-Mourey, Professor emiritus at the University of Pennsylvania and former President and Chief Executive Officer of the Robert Wood Johnson Foundation.

Risa serves as our lead director and chair of the Nominating and Governance Committee. Cathie Lesjak, former Executive Vice President and Chief Financial Officer of HP. Cathie serves as the chair of our Audit Committee. Anne 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. Tom Mihaljevic, Chief Executive Officer and President, Morton L. Mandel, CEO/Chair of the Cleveland Clinic. William J. Stromberg, former Chief Executive Officer of T. Rowe Price Group. Bill serves as the chair of our Talent, Culture and Compensation Committee. Finally, Phoebe L. Yang, former General Manager of Amazon Web Services Healthcare. We're also joined by Frank Jimenez, General Counsel and Corporate Secretary of GE HealthCare. Frank will serve as Secretary of the meeting. I'm going to ask Frank to walk us through the plan for the meeting.

Frank Jimenez
General Counsel and Corporate Secretary, GE HealthCare

Thank you, Larry. We are 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 Sarah Klein, Deloitte & Touche LLP's lead audit partner for the GE HealthCare audit. Although Deloitte has indicated that it does not wish to make a statement, Sarah 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 uncertainties. We will 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 the fourth quarter of 2024 and first quarter of 2025 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 31, 2024. 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 Materials section and appear as 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 the Inspector of Election's preliminary vote results. After the formal meeting has been adjourned, we will answer questions of a more general nature that comply with the rules. We will respond to as many questions as possible during the time we have allotted for the meeting and will address unanswered questions on the corporate website afterwards. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. With that, I'll hand the call back to Larry.

Larry Culp
Chairman, GE HealthCare

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

Peter J. Arduini
President and CEO, GE HealthCare

Thanks, Larry, and good morning, everyone. [Thank you for joining the GE HealthCare Annual Meeting of Stockholders]. Let me begin by saying that we, as the board and management team, are proud of the progress that the teams have made in executing our precision care strategy over the last year. This past year demonstrated our innovation, commercial execution, and the commitment of our global colleagues to deliver on our purpose. Our commercial execution and progress on our new product pipeline support our evolution from an imaging and critical care equipment company to a healthcare solutions provider. By understanding the unique needs of each customer, we co-create a holistic offering inclusive of technology, services, and solutions, and bring it all together in a cohesive way to drive transformation for the customer. This expertise allows us to be a strategic partner to our customers rather than a transactional equipment vendor.

Being a trusted partner in healthcare goes beyond our deep relationships with customers and providers. It's also about our people and the commitment to delivering a healthier future. In 2024, we delivered revenues of $19.7 billion. We also continue to deliver robust margin expansion and earnings per share growth driven by our lean culture. This created better value for patients and our customers while delivering efficiencies across our business. We started 2025 with the highest backlog that we've had as an independent company and strong momentum in orders and book to bill. This is a testament to our commercial strength and our customer interest in our new and differentiated products. Our new product introductions, or NPIs, launched in the last few years, translated into orders and revenues growth in 2024 and contributed to a three-year new product introduction vitality rate of approximately 50%.

These new higher margin products introduced reflect the impact of the increased R&D commitment since becoming an independent company. In 2024, we closed 50 strategic long-term enterprise deals globally, providing future growth for our customers and recurring revenue for GE HealthCare. This brings the value of strategic enterprise agreements to over $5 billion since our spin-off. We're executing on our disciplined M&A strategy, complementing existing technologies and solutions. Last year, we closed two acquisitions: MIM Software, AI-enabled imaging analysis and workflow tools, and Intelligent Ultrasound, which is adding innovative real-time image recognition technology. Earlier this year, we acquired the remaining 50% stake in Nihon Medi-Physics to deepen our radiopharmaceutical distribution and development capabilities in Japan and other Asian markets. In April, we reported first quarter 2025 financial results, which reflect strong [executive commitment], and we delivered healthy margin and earnings per share [performance].

Record double-digit orders growth as a standalone company was driven by strength in the U.S. market, where we see customers prioritizing investments in imaging products with a particular focus on cardiology and oncology. Our global teams continue to innovate and deliver financial results as we manage through a very dynamic global trade environment. We are taking responsibility and sustainable actions to mitigate our exposure to tariffs. We have a strong funnel of additional opportunities to further offset the impact of tariffs. I'm proud of how our teams are executing on our precision care strategy and going above and beyond in dealing with the macro challenges. For those updates, I'll hand the meeting back over to Larry.

Larry Culp
Chairman, GE HealthCare

That's terrific, Pete. Thank you. With that, I'd like to start the official business of the meeting. In accordance with the bylaws of the company, I call to order the Annual Meeting of Stockholders. I'll now 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. Frank?

Frank Jimenez
General Counsel and Corporate Secretary, GE HealthCare

The Board of Directors selected March 31, 2025, 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 April 10, 2025, to all stockholders in record. This affidavit will be incorporated into the minutes of this meeting. The stockholder list shows that, as of the record date, there were 457,843,185 shares of common stock outstanding and entitled to vote at this meeting. We are informed by the Inspector of Election that there are, represented in person or by proxy, 397,797,911 shares of common stock, or approximately 86.9% 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 this meeting is therefore duly convened for purposes of transacting business. 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 votes, 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 will 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 entitled to vote.

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. First is the election of directors. I placed before the meeting to serve as directors for the coming year the 10 individuals who were introduced at the start of the meeting and whose backgrounds and qualifications are described in more detail in the Proxy Statement. 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. In accordance with the bylaws, no additional nominations may be made at this meeting. The nominations are therefore closed. The next item is the approval, on an advisory basis, of our named executive officers' compensation for fiscal year 2024, as described further in the Proxy Statement.

The Board of Directors recommends a vote for the approval of our named executive officers' compensation. The final management item is the ratification of the appointment of Deloitte & Touche LLP as the company's independent auditor for fiscal year ending December 31, 2025. The Board recommends a vote for ratification of the Audit Committee's selection of Deloitte & Touche as our independent auditor for the fiscal year ending December 31, 2025. We will now consider the stockholder proposal listed in the agenda. I understand that Martin Herringozo is on the line today to present the stockholder proposal on stockholder ratification of certain termination pay arrangements. Operator, please open the line for Mr. Herringozo.

Operator

Mr. Herringozo, your line is now open.

Martin Herringozo
Shareholder, GE HealthCare

Good morning. Thank you. Good morning. My name is Martin Herringozo. I'm grateful to be a shareholder. I love this company, people, and products. I've been a GE shareholder 35 years, most of my life. I've been an employee more than 20 years, most of my professional career. My retirement savings and quality of life rely in part on the success of this company. I want only the very best for this company for the short and long -term. I care enough to raise my hand and to stand and to speak. I do not know of a more honorable shareholder. Since I started to speak at General Electric shareholder meetings, the valuation of the company doubled, gaining $212 billion. This happened after General Electric implemented suggestions I made, such as curbing the debt and selling the company.

[shareholder] input is a critical ingredient to the General Electric turnaround, from losing nearly all of its valuation to growing valuation by hundreds of billions. After the year 2000, General Electric, the most valuable U.S. company, lost most of its valuation while the broader stock market tripled in value. Clearly, something was wrong. Requiring shareholder input to executive compensation in any form is a practice of shareholder oversight, a component critically lacking at a General Electric company, yet most important. General Electric published in its 2014 Proxy Statement in black and white, and I quote word for word, "There are routine compromises in the spirit of another commitment."

Frank Jimenez
General Counsel and Corporate Secretary, GE HealthCare

Mr. Herringozo.

Mr. Herringozo, we ask that you please keep your comments to the subject of the proposal you are presenting and remember the meeting Rules of Conduct as we have communicated them to you.

Martin Herringozo
Shareholder, GE HealthCare

The hole was that the employee was never fired from the General Electric company. The firing from the company occurred shortly after reporting that the plans failed the firing explosion test. General Electric used child photography in its unsuccessful four-year legal battle against the employee.

Frank Jimenez
General Counsel and Corporate Secretary, GE HealthCare

Mr. Herringozo, I'll give you one more opportunity to present your proposal and to keep your comments to the subject of the proposal. Remember the meeting Rules of Conduct as we have communicated them to you.

Martin Herringozo
Shareholder, GE HealthCare

Cedrillo Cuzzone, Director of the Securities and Exchange Commission Division of Enforcement, General Electric agreed to a $50 million penalty. November 2010, the shareholder raised concerns regarding accounting income for 2010 on parts when, in fact, those parts were not yet sold. Some of the parts were not projected.

Frank Jimenez
General Counsel and Corporate Secretary, GE HealthCare

Mr. Herringozo has violated our meeting rules, which we had clearly communicated to him. I will read his proposal from page 77 of the Proxy.

Shareholders request that the board adopt a policy to seek shareholder approval of senior managers' new or renewed pay package that provides for golden parachute payments with an estimated value exceeding 2.99 times the sum of the executive's base salary plus target short-term bonus. This proposal only applies to named executive officers. Golden parachute payments include cash, equity, or other compensation that is paid out or vests due to a senior executive's termination for any reason. Payments include those provided under employment agreements, severance plans, and change and control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to termination.

Estimated total value includes lump sum payments, payments offsetting tax liabilities, requisites or benefits not vested under a plan generally available to management employees, post-employment consulting fees or office expense, and equity awards investing as accelerated or performance condition waitings due to termination. The board shall retain the option to seek shareholder approval at an annual meeting after material terms are agreed upon. Generous performance-based pay can sometimes be justified, but shareholder ratification of golden parachutes better aligns management pay with shareholder interests. This proposal is relevant even if there are current golden parachute limits. A limit on golden parachutes is like a speed limit. A speed limit by itself does not guarantee that the speed limit will never be exceeded. Like this proposal, the rules associated with the speed limit provide consequences if the limit is exceeded.

With this proposal, the consequences are a non-binding shareholder vote is required for unreasonably high golden parachutes. This proposal places no limit on long-term equity pay or any other type of pay. This proposal thus has no impact on the ability to attract executive talent or discourage the use of long-term equity pay because it places no limit on golden parachutes. It simply requires that extra-large golden parachutes be subject to a non-binding shareholder vote at a shareholder meeting already scheduled for other matters. This proposal is relevant because there is not a separate section for approving or rejecting golden parachutes. The topic of this proposal receives between 51% and 65% support at FedEx, Spirit AeroSystems, Alaska Air, Fiserv. Please vote yes. Shareholder opportunity to vote on excessive golden parachutes proposal one. The board recommends against this proposal for the reasons set forth on page 78 of the Proxy.

We will now take questions from stockholders on the proposals. It appears that we do not have any stockholder questions on the proposal, 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 votes submitted during the meeting will be reflected in the final vote results, which we will report after the meeting. This concludes the review of the matters we voted on. It is now 9:21 A.M. Central Time. The polls are now closed. I believe 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.

Michael Barbera
Inspector of Election, First Coast Results

Mr. Chairman, the Inspector of Election has completed an initial count of the votes cast at this meeting in person or by proxy. Proxies representing approximately 397 million shares, or 86.88% 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 Inspector of Election announces the following preliminary results. All directors have received the majority of the votes cast, and all nominees have been reelected. The advisory vote on named executive officers' compensation for fiscal year 2024 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 stockholder proposal has not 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. Mr. Secretary, this initial tally is subject to verification and the final tabulation that will be set forth in the formal report of the Inspector of Election to the company, which will be made after the count has been verified. This concludes our report.

Frank Jimenez
General Counsel and Corporate Secretary, GE HealthCare

Thank you, Michael. We will be reporting the final vote results in Form 8-K to be filed within four business days. I would now like to turn the meeting back to Larry.

Larry Culp
Chairman, GE HealthCare

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. The meeting is now officially adjourned. We'll now proceed to answer some questions of a more general nature that have been submitted in accordance with the Rules of Conduct. For that, I'll turn it to Frank and Pete to read and answer any questions.

Frank Jimenez
General Counsel and Corporate Secretary, GE HealthCare

Thank you, Larry. We have two stockholder questions, and they're both about tariffs. The first is, how has the current administration and tariffs affected GE HealthCare? How are you navigating the current situation? The second is, have the on-off tariffs from Washington had any material effect on your company? Thank you. Pete, would you like to take those?

Peter J. Arduini
President and CEO, GE HealthCare

Yeah. Thanks, Frank. Maybe I'll answer that combined pretty extensively that the impact of the tariffs grossly was about just over $1 billion, and we were able to mitigate that down to about $500 million, roughly $0.85. Since then, there's been puts and takes in the tariffs, as you all know. We think the impact will reduce beyond that. What's important, though, is our footprint around the world as a global company has 43 manufacturing sites across 17 countries, and it gives us the flexibility to focus on sourcing based on how the tariff structures will ultimately be aligned. I'd say over the near and midterm, we've been focused on sourcing and making closer to the customers.

We have been a long-time manufacturer in the United States and export a lot here, but we also have a higher % of our sales outside the United States. That is a key focus for us, to be able to offset and mitigate that with particular actions. It gives us confidence that the impact of the tariffs in 2026 will be lower than 2025 as we have time to be able to address our supply chain structure.

Frank Jimenez
General Counsel and Corporate Secretary, GE HealthCare

Thank you, Pete. We have no other stockholder questions. With that, Larry, I'll turn it back to you.

Larry Culp
Chairman, GE HealthCare

Pete, Frank, thank you. Thank you to everybody who was able to join us today. The board and I thank you for your commitment to GE HealthCare and your confidence in our board of directors and our management team. This concludes our annual meeting of stockholders.

Operator

The meeting is now adjourned. Thank you for joining. You may now disconnect.

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