GE Vernova Inc.
For the period ended May 20, 2026. Filed Apr 3, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2026 · Filed Apr 3, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
GE Vernova Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
GE VERNOVA BOARD OF DIRECTORS
From left to right
Nicholas K. Akins, Martina Hund-Mejean, Steve Angel, Paula Rosput Reynolds, Arnold W. Donald, Scott Strazik, Matthew Harris, Kim K.W. Rucker, Jesus Malave
LETTER FROM THE CHAIR
| April 3, 2026 Fellow Stockholders: On behalf of GE Vernova’s Board of Directors, I am pleased to invite you to our 2026 Annual Meeting of Stockholders. The annual meeting will be held virtually and details for attending and an overview of the matters expected to be acted upon at the meeting are described in the accompanying Notice of 2026 Annual Meeting of Stockholders and Proxy Statement.GE Vernova’s clear mission is to electrify to thrive and decarbonize. The GE Vernova Board is uniquely equipped to enable this mission, with proven leadership across energy, infrastructure, policy, risk management, supply chain, sustainability, and capital allocation, along with extensive experience at global public companies. The Board and its committees are purpose-built to oversee strategy, performance, and risk during a major transformation of the global energy system.Lean is embedded in GE Vernova’s culture and drives operational execution every day. In 2025, we continued to go to Genba - or the point of impact. The Board visited GE Vernova locations in Cambridge, Massachusetts; our manufacturing facility in Greenville, South Carolina; and Washington, D.C. The Board also traveled to Power and Wind customers near Dallas, Texas. We believe there is no better way to demonstrate our engagement than spending time with the GE Vernova team and customers at Genba.GE Vernova continues its journey as an essential company helping to accelerate the path to more reliable, affordable, sustainable, and secure energy. The rapidly growing global demand for electricity is a unique opportunity for GE Vernova, and our Board is focused on supporting the GE Vernova team to serve this market on a global scale. | GE Vernova is operating from a position of financial strength. In 2025, we delivered $38B in revenue, $4.9B in net income, and $3.2B in Adjusted EBITDA*, up 9%, 213% and 57%* respectively over 2024. Additionally, GE Vernova recorded $59B in orders in 2025, growing the backlog to a record $150B, ensuring continued strong growth for years to come.The Board remains committed to generating significant value for shareholders. GE Vernova executed on its capital allocation principles starting with an investment grade balance sheet and returning at least one-third of cash generation to shareholders after investing for organic growth and targeted M&A. This included the acquisition of the remaining fifty percent stake of our joint venture, Prolec GE, for $5.3B, which closed in February 2026. In 2025, we returned $3.6B to shareholders through share repurchases and dividends. Given our strong cash generation and growth trajectory, in December, we doubled our annual dividend to $2 per share and increased our buyback authorization from $6B to $10B.GE Vernova is well-positioned as a leader in electric power and our Board remains focused on supporting the business and executing on our commitment to effective governance. We are grateful to have the opportunity to build productive relationships with our shareholders and receive feedback on our corporate governance and compensation practices. On behalf of the Board of Directors and our leadership team, I would like to express our appreciation for your continuing support and confidence in GE Vernova.Sincerely,Steve AngelChair* Non-GAAP financial measure. See Appendix for additional information. |
|---|
| 2026 Proxy Statement | 1 |
|---|
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
Date and Time
Wednesday, May 20, 2026 8:00 AM ET
Location
Live Webcast at:
www.virtualshareholdermeeting.com/GEV2026
Who Can Vote
Stockholders of record at the close of business on March 23, 2026 are entitled to vote.
How to Vote
Internet
At the website listed on the Notice of Internet Availability, proxy form or voting instruction form you received.
Telephone
Call the telephone number provided on the proxy form or voting instruction form you received.
Mark, date and sign your proxy form or voting instruction form and return it in the accompanying postage prepaid envelope.
Important notice regarding the availability of proxy materials for the annual meeting of stockholders to be held on May 20, 2026:The 2026 Proxy Statement and 2025 Annual Report are available at www.gevernova.com/investors/annual-meeting.
We welcome and encourage you to attend GE Vernova’s 2026 Annual Meeting of Stockholders (Annual Meeting), which will be conducted exclusively online through a live audio webcast to facilitate stockholder attendance and to enable stockholders to participate fully and equally, regardless of size of holdings, resources or physical location. Our 2025 Annual Report, which is not part of the proxy soliciting materials, is enclosed if the proxy materials were mailed to you, and is also available online atwww.gevernova.com/investors/annual-meeting. A Notice of Internet Availability of Proxy Materials or a printed copy of the proxy materials were first sent to stockholders on or about April 3, 2026.
Voting Matters and Board Recommendations
You will be asked at our Annual Meeting to:
| Board Recommendation | ||
| Elect three Class II directors for a three-year term | FOR each director nominee | Page 12 |
|---|---|---|
| Vote on an advisory proposal to approve the compensation of our named executive officers (NEOs) (Say-on-Pay) | FOR | Page 36 |
| Ratify the selection of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026 | FOR | Page 77 |
| Vote on the stockholder proposal included in the proxy statement | AGAINST | Page 80 |
Stockholders will consider and act upon the four proposals noted above and any other matters that may properly come before the meeting. Your vote is important. Please vote your proxy at your earliest convenience to ensure the presence of a quorum at the meeting. Promptly voting your proxy in accordance with the instructions will save the expense of additional solicitation.
Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy in advance of the meeting by one of the methods described on the left. See Meeting Information beginning on page 88 for additional information regarding accessing the Annual Meeting and how to vote your shares.
Sincerely,
Lola F. Lin
Chief Legal Officer and Secretary
April 3, 2026
| 2 | GE Vernova |
TABLE OF CONTENTS
| Letter From the Chair | 1 |
|---|---|
| Notice of 2026 Annual Meeting of Stockholders | 2 |
| About GE Vernova | 4 |
| Proxy Summary | 8 |
| PROPOSAL 1:Election of our Class II Directors for a Three-Year Term Expiring at our 2029 Annual Meeting | 12 |
| Director Profile | 13 |
| Director Nominations | 13 |
| Director Skills | 15 |
| Director Biographies | 16 |
| Corporate Governance | 21 |
| Board Leadership Structure | 21 |
| Board Committees | 22 |
| Self-Evaluation | 24 |
| Director Orientation and Education | 24 |
| Key Areas of Oversight | 25 |
| Stockholder Engagement | 27 |
| Other Governance Policies and Practices | 28 |
| Related-Person and Other Transactions | 31 |
| Related Person Transaction Policy | 31 |
| Director Compensation | 32 |
| Non-Employee Director Compensation | 32 |
| Director Compensation Table | 33 |
| Executive Officers | 34 |
| PROPOSAL 2:Advisory (Non-Binding) Vote to Approve the Compensation of our NEOs (Say-on-Pay) | 36 |
| Executive Compensation | 37 |
| Compensation Discussion and Analysis | 37 |
| Executive Summary | 37 |
| Compensation Philosophy and Objectives | 39 |
| Compensation Governance | 40 |
| Components of Executive Compensation | 41 |
| 2025 Target Total Direct Compensation: Components and Mix | 42 |
| Additional Benefits and Perquisites Provided to Executives | 43 |
| Performance Plans | 45 |
| Peer Group and Benchmarking Approach | 48 |
| Risk Considerations | 49 |
| 2025 Compensation Decisions for NEOs | 49 |
| Compensation Committee Report | 57 |
| Summary Compensation Table | 58 |
| Grants of Plan-Based Awards | 61 |
| Outstanding Equity Awards at Fiscal Year-End | 63 |
|---|---|
| Option Exercises and Stock Vested Table | 66 |
| Pension Benefits | 66 |
| Deferred Compensation | 68 |
| Potential Payments upon Termination or Change in Control | 68 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 73 |
| Pay Versus Performance | 73 |
| CEO Pay Ratio | 76 |
| PROPOSAL 3:Ratification of the Appointment of Deloitte & Touche LLP as our Independent Auditor for the Fiscal Year Ending December 31, 2026 | 77 |
| Audit Committee Report | 79 |
| PROPOSAL 4:Stockholder Proposal Requesting Report Assessing Sustainability Goals on the Basis of Net-Present-Value and Return-on-Investment Calculation | 80 |
| Stock Ownership Information | 83 |
| Directors and Officers | 83 |
| Principal Stockholders | 84 |
| Delinquent Section 16(a) Reports | 85 |
| Submitting 2027 Stockholder Proposals | 86 |
| Voting and Meeting Information | 87 |
| Voting Standards and Board Recommendations | 87 |
| Meeting Information | 88 |
| Voting Information | 88 |
| Other Information | 91 |
| Forward-Looking Statements | 92 |
| Other Business | 93 |
| Appendix: Explanation of Non-GAAP Financial Measures and Performance Metrics | 94 |
| Frequently requested items | |
|---|---|
| Director Skills | 15 |
| Director Biographies | 16 |
| Board Leadership Structure | 21 |
| Stockholder Engagement | 27 |
| Compensation Discussion and Analysis | 37 |
| Stock Ownership Information | 83 |
| Submitting 2027 Stockholder Proposals | 86 |
See page 92 for more information on forward-looking statements. Information in this proxy statement is as of the date of filing, unless otherwise noted.
| 2026 Proxy Statement | 3 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.