GE Vernova Inc. (GEV)
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AGM 2026

May 20, 2026

Operator

Good morning, and welcome to GE Vernova's 2026 Annual Meeting of Stockholders. If we experience any technical difficulties, please wait in the meeting until we are able to resolve or provide you with an update on GE Vernova's Investor Relations website. The polls for GE Vernova's 2026 Annual Meeting of Stockholders are now open. To vote, click on the Vote Here button at the bottom right corner of the webcast screen. If you have not yet voted your shares, you may do so now. The polls will remain open until the conclusion of the balloting portion of the meeting. The rules of conduct for this meeting, the GE Vernova proxy statement and annual report, are also available for download from the bottom of the screen of the webcast. Questions can be submitted in writing in the lower left-hand corner of the webcast screen.

With that, I will now turn it over to GE Vernova to begin the meeting.

Speaker 6

[Presentation]

Lola Lin
Chief Legal Officer and Secretary, GE Vernova

Good morning. Thank you to all our shareholders and guests for joining us today for GE Vernova's 2026 Annual Meeting. I am Lola Lin. I am honored to serve as the company's Chief Legal Officer and Secretary. Before we begin, please note that today's discussion will include forward-looking statements. Actual results may differ materially due to risks and uncertainties as described here on the screen and in our SEC filings. Today, you will hear directly from Steve Angel, our Chairman of the Board of Directors, and from Scott Strazik, our Chief Executive Officer and President. Thank you, Steve, for opening up the meeting for us today.

Steve Angel
Chairman of the Board of Directors, GE Vernova

On behalf of the board of directors, I am pleased to welcome you, our valued shareholders, to GE Vernova's 26th Annual Meeting of Stockholders. I am joined today by my colleagues on the board of directors. Our directors are Nicholas Akins, Arnold Donald, Matthew Harris, Martina Hund-Mejean, Jesus Malavé, Paula Rosput Reynolds, Kim Rucker, and Scott Strazik. As your chair, my focus alongside the entire board is on establishing robust corporate governance, providing effective oversight of management, and ensuring the company's strategy is aligned with long-term sustainable value creation for all of you. This meeting is an opportunity for us to report on our 2025 progress and for you to exercise your important voting rights on the matters detailed in our 2026 proxy statement. We deeply value the relationships we've built with our shareholders and appreciate the thoughtful feedback and perspectives you share with us.

Our GE Vernova board is uniquely equipped to enable the company's mission with proven leadership across energy, infrastructure, policy, risk management, supply chain, sustainability, and capital allocation, along with extensive experience at global public companies. GE Vernova is well-positioned as a leader in electric power, and our board remains focused on supporting the business, executing on our commitment to effective governance, and generating significant value for shareholders. We deeply appreciate your investment and confidence in GE Vernova, and I look forward to a productive annual meeting. I'll now turn it over to Scott Strazik, our CEO and President, who will walk you through the results this team has delivered in 2025 and the momentum we are carrying into 2026. Scott?

Scott Strazik
CEO and President, GE Vernova

Thank you, Steve. Good morning, everyone, and welcome to GE Vernova's 26th Annual Meeting. We are pleased you could be with us today and appreciate your continued support and engagement. I would like to start by spending a moment on safety, which always comes first at GE Vernova. In 2025, we made progress in improving safety through our life-saving rules, but know there is more we can do and strive for continuous improvement in our safety culture to achieve a fatality-free operation. For example, in Q1 this year, we held our CEO Kaizen Week with almost 2,000 team members doing roughly 200 Kaizens in 17 countries, ultimately identifying more than 350 safety improvements in total. We will continue our focus on safety and the life-saving rules in 2026. This is a part of our broader operating system where Lean remains core to how we operate.

Now, I wanna take a moment and reflect on the strong foundation we built in 2025 and our progress in these first few months of 2026. We are proud of the progress and milestones we achieved in 2025, our second year as a standalone company since our spin-off from GE we delivered strong financial and operating results. We are in the early days of an investment super cycle in the electric power sector. This surging demand for electricity is driven by many factors, including industrialization, advanced manufacturing, the deployment of data centers for AI, and the electrification of buildings and transport. While drivers vary by country and region to meet this demand, grid infrastructure also needs to be urgently upgraded and modernized. This is true across the world. It is a global priority in both developed and emerging nations.

Our progress in 2025 demonstrates the critical role we play in serving the electric power industry as we delivered strong performance in 2025 for shareholders. We booked $59 billion of orders with $38 billion in revenue, delivered EBITDA margin expansion across all segments, and generated more than $2 billion improvement in free cash flow. We grew our backlog to $150 billion, an increase of $31 billion year-over-year, with growth in both equipment and services. We started 2025 with the expectation to increase our margin dollars in equipment backlog above our run rate in the prior two years. We achieved that expectation, adding $8 billion in equipment backlog margin dollars in 2025, more than the prior two years combined.

Additionally, we more than doubled our cash balance since the spin to $8.8 billion at year end 2025 from a combination of strong demand, free cash flow generation, and capitalizing on value creation opportunities. Our improvement reflects the culture we are building inside GE Vernova, driven by our strategic imperatives as we accelerate our Lean progress across the company and improve our own efficiency. In December 2025, we raised our 2028 financial outlook and reinforced our capital allocation strategy. This included an increase to our share repurchase authorization to $10 billion from $6 billion and the doubling of our annual dividend. In 2025, we returned $3.6 billion of capital to shareholders with $1.4 billion returned so far in Q1 2026. We also demonstrated accretive capital allocation by closing our Prolec GE acquisition in February, our first sizable acquisition as a standalone public company.

Prolec is off to a great start with strong momentum in its first quarter, fully owned by GE Vernova. With completion of this acquisition, we further increased our by 2028 financial outlook in February of this year. We are pleased with our performance in 2025 and our progress to start 2026 as we help our customers electrify to thrive and decarbonize the world. Market dynamics continue to drive strong demand that will lead to multi-decade growth for GE Vernova and create value for our shareholders. The global energy system is undergoing a major transformation, and I have increased conviction that GE Vernova is well-positioned to lead the way forward on this journey. With that, I'll hand it to Lola to walk through the formal part of the meeting.

Lola Lin
Chief Legal Officer and Secretary, GE Vernova

Thank you, Scott. Let's now move to the formal portion of our annual meeting. We've received an affidavit from Broadridge Financial Solutions, our mailing agent, confirming that notice of this meeting, along with related proxy and annual report materials, was mailed or made available on April the 3rd, 2026 to shareholders of record as of the record date for this annual meeting, March 23rd, 2026. Based on information provided by Broadridge, a quorum is present. The polls will remain open for those who have not yet voted and will close after the presentation of voting matters. If you have not yet voted or wish to change your vote, please do so now using the voting buttons on the portal before the polls close. Our board of directors has appointed Mr. Louis Larson as the independent inspector of elections. We have four items of business today.

First, the election of Class 2 directors, Matthew Harris, Martina Hund-Mejean, and Paula Rosput Reynolds. The board recommends a vote for these nominees. Second, an advisory vote to approve the compensation of our named executive officers, as described in the executive compensation section of the proxy statement. The board recommends a vote for this proposal. Third, ratification of the appointment of Deloitte & Touche LLP, as our independent auditor for fiscal year 2026. We have with us today Paul Rogers and Michelle DaSilva of Deloitte. The board recommends a vote for this proposal. Fourth, the shareholder proposal submitted by the National Center for Public Policy Research, as set forth in the proxy statement. The proxy statement also provides GE Vernova's opposition to the proposal. We will now hear remarks from Steve Milloy, Executive Director of the Free Enterprise Project of the National Center for Public Policy Research.

Steve Milloy
Executive Director of Free Enterprise Project, National Center for Public Policy Research

Good morning, shareholders. My name is Steve Milloy, and I am the Executive Director of the Free Enterprise Project of the National Center for Public Policy Research. I am asking you to vote yes on proposal number four regarding the profitability of GE Vernova's sustainability goals. Management opposes our proposal, calling it unnecessary. Let's see if that's true. Our stock price is booming because America is hungry for much needed gas turbines and data centers. America is not hungry for more taxpayer subsidized wind turbines, which only make electricity cost more, weaken the electric grid, steal from taxpayers, and wreck the environment. Our company is losing money on wind turbines. We will continue to lose money for the foreseeable future. There is, in fact, no future in wind power.

The green new scam subsidies that were counted on to sustain bird chopping, if not whale killing wind turbines, are going away. Wind turbines make no functional or economic sense for the AI revolution or the reindustrialization of America. Every wind turbine installed makes our country that much more dependent on Communist China and its monopoly on rare earth mineral processing. We are asking management to come to its senses and abandon the climate hoax and all its baggage like junk wind technology, subsidies from taxpayers, and inflation causing higher electricity prices. There is no honest profit in wind turbines, and right now, there is not even dishonest profit in wind turbines. There are only losses. Wind turbines are the company's flagship manifestation of sustainability. Wind turbines have never made any sense.

That is something that I told former GE CEO Jeff Immelt 20 years ago when GE joined the green energy scam. It is still true today. All of our corporate sustainability efforts must be questioned. Management may not think oversight of its sustainability virtue signaling is necessary, but shareholders should vote yes on proposal number four. Thank you.

Lola Lin
Chief Legal Officer and Secretary, GE Vernova

Thank you, Mr. Milloy. For the reasons stated in the proxy materials, the board of directors recommends voting against the shareholder proposal. Now that all nominations and proposals have been presented, I hereby declare the polls closed. Based on the preliminary tabulation from Broadridge, I report that all the director nominees were elected. The advisory vote on our named executive officer compensation was approved. The appointment of Deloitte & Touche LLP as our independent auditor for the fiscal year ending December 31st, 2026 has been ratified. The shareholder proposal was not approved. The final voting results of today's meeting will be reported on a Form 8-K filed with the SEC within four business days of this meeting. Next, we will answer shareholder questions that were submitted in accordance with the rules of conduct. We solicited questions from shareholders in advance of the meeting, and many of you responded.

We are also receiving questions live during today's meeting, which we will address if time permits. I will read the questions for Scott and Steve to answer, and we will address as many as we have time for this morning. Scott, our first question is regarding whether GE Vernova is considering raising the dividend.

Scott Strazik
CEO and President, GE Vernova

Thank you. Back in December, we provided an update on our disciplined capital allocation strategy, which continues to include returning at least 1/3 of cash generation to shareholders. As part of that update, the GE Vernova board of directors doubled our quarterly dividend to $0.50 per share and increased our share repurchase authorization to $10 billion from $6 billion. We returned $3.6 billion to shareholders in 2025 and another $1.4 billion in the first quarter of 2026 alone, including the dividend and $1.3 billion in share repurchases. As our EBITDA and free cash flow continues to grow, we expect the dividend to increase over time. We also expect to continue executing our share repurchase authorization opportunistically and to offset dilution.

For context, we ended 2025 with $8.8 billion in cash and grew our cash to $10.2 billion in the first quarter of 2026, even after buying the remaining 50% of Prolec GE. We expect to generate at least $24 billion of cumulative free cash flow from 2025 through 2028, and that's after we invest approximately $11 billion in planned R&D and CapEx over that time frame to position this company to lead in the energy transition for the long term. We remain well positioned to play offense while returning capital to shareholders.

Lola Lin
Chief Legal Officer and Secretary, GE Vernova

Thank you, Scott. We received several questions regarding whether the company is considering a stock split, to which I will refer to Steve to respond.

Steve Angel
Chairman of the Board of Directors, GE Vernova

Thank you all. The GE Vernova board of directors and management team are always thoughtful and deliberate in evaluating options available to us to enhance long-term value for our shareholders. While we do not have any specific announcements to make today on that topic, we can tell you that the board and management continuously assess a broad range of capital structure considerations, and any decisions we make will be guided by what we believe is in the best interest of the company and its shareholders. We appreciate the question and remain committed to maintaining an open and ongoing dialogue with our shareholders.

Lola Lin
Chief Legal Officer and Secretary, GE Vernova

Thank you, Steve. We received a question regarding the wind segment's performance and outlook, which I will hand over to Scott.

Scott Strazik
CEO and President, GE Vernova

Thank you for the question. We are proud of the team's execution in a tough environment. We are focused on what we can control, starting with offshore. After successfully completing installation of the wind turbines at Dogger Bank A and Vineyard Wind in Q1, we have now moved to the remaining commissioning activities for both projects. We're off to a very strong start on the installation of Dogger Bank B and continue to expect Dogger Bank B and C to take us through the better part of 2027 to complete. We expect to reduce offshore EBITDA losses going forward. In onshore, we continue to drive a more profitable service business with double-digit margin expansion in Q1 versus the prior year for the second quarter in a row.

While the U.S. market for new onshore equipment remains soft, we are monitoring the outcome of Section 232 wind and solar tariffs, which could lead to more orders clarity in the second half of the year. Overall, we expect onshore to be a mid-single digit margin business in 2026, given the work the team has done to lower the break-even point of the business and improve services with lower volume. As discussed in December, we expect to deliver approximately 6% EBITDA margin in wind by 2028.

Lola Lin
Chief Legal Officer and Secretary, GE Vernova

Thank you, Scott. We received another question regarding the company's efforts leveraging artificial intelligence. Can you also guide us on this question?

Scott Strazik
CEO and President, GE Vernova

We are deploying AI to improve how we run our businesses and accelerate innovation. As shared in our recent earnings call, we entered the year with 13 AI-based process transformations we were focused on executing, and the team is now working to double the transformations to 2026 across GE Vernova. I highlighted two examples at our April earnings call. In our gas power business, we utilize our decades' worth of data and are building AI tools to automate our ability to match install-based demand with our planning to deliver better performance for customers, as well as a higher scope per outage for GE Vernova. We also see substantial opportunity with sourcing as we leverage AI to drive parts rationalization and more intelligent bidding while further automating manual processes, saving tens of millions of dollars and thousands of hours of work.

Lola Lin
Chief Legal Officer and Secretary, GE Vernova

Thank you, Scott and Steve. Ladies and gentlemen, that is all the time we have today for questions and answers. If there are any questions received on topics that we have not addressed, we will post responses to these questions on our investor relations website as described in the rules of conduct. With that, I'll turn it over to Steve to offer some closing thoughts.

Steve Angel
Chairman of the Board of Directors, GE Vernova

Thank you to everybody who submitted questions and for everyone else listening in who joined us today. The management team and the board remain dedicated to working to protect and grow your investment in GE Vernova, and we certainly thank you for your confidence in us. We look forward to engaging with you in the months and years ahead. With that, we conclude our annual meeting. Operator.

Operator

The annual meeting has now concluded. Thank you for joining, and have a pleasant day.

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