GE Vernova (GEV) Proxy filing summary

Executive summary

• Achieved $38B in revenue, $4.9B net income, and $3.2B Adjusted EBITDA in 2025, with significant year-over-year growth and a record $150B backlog, positioning for continued expansion.

• Returned $3.6B to shareholders via buybacks and dividends, doubled annual dividend to $2/share, and increased buyback authorization to $10B.

• Acquired remaining 50% of Prolec GE for $5.3B, supporting strategic growth.

• Focused on electrification, decarbonization, and operational excellence through Lean principles and innovation.

Voting matters and shareholder proposals

• Four proposals: elect three Class II directors, advisory vote on executive compensation (Say-on-Pay), ratify Deloitte & Touche LLP as auditor, and a shareholder proposal on sustainability ROI reporting.

• Board recommends FOR all except the shareholder proposal, which it recommends AGAINST.

• Shareholder proposal seeks a report on sustainability goals using NPV and ROI; Board opposes, citing existing disclosures and integration of sustainability with strategy.

Board of directors and corporate governance

• Board consists of nine directors, 89% independent, with diverse backgrounds in energy, finance, and governance.

• Board is classified, transitioning to annual elections by 2029.

• Independent, non-executive Chair; separation of CEO and Chair roles.

• Four fully independent committees: Audit, Compensation and Human Capital, Nominating and Governance, Safety and Sustainability.

• Annual board and committee self-evaluations, robust stock ownership requirements, and no poison pill or dual-class shares.