GEHCGE HealthCare
Deals between GEHC and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-03-19 reports that the one filed 2025-04-10 did not, quoted as filed.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-10.
Nothing new: every deal in this year's section was reported last year too.
No longer reported 5 paragraphs of the proxy filed 2025-04-10 with nothing like them this year
Agreements with GE“In order to govern the ongoing relationships between us and GE after the Spin-Off and to facilitate an orderly transition, we and GE entered into the Separation and Distribution Agreement as well as other agreements, including the Transition Services Agreement (the “TSA”), the Tax Matters Agreement, the Employee Matters Agreement, the Trademark License Agreements, and the Real Estate Matters Agreement. The following summarizes the terms of these agreements, forms of which are filed with the SEC as exhibits to the 2024 Form 10-K and/or the Company’s 2023 Annual Report on Form 10-K.”
Read it in last year's proxy ↗
Separation and Distribution Agreement“The Separation and Distribution Agreement sets forth our agreements with GE regarding the principal actions to be taken in connection with the Spin-Off, including the transfer of assets and assumption of liabilities, and establishes certain rights and obligations between us and GE following the Spin-Off, including procedures with respect to claims subject to indemnification and related matters.”
Read it in last year's proxy ↗
Separation and Distribution Agreement“Following the Spin-Off, which was completed pursuant to the Separation and Distribution Agreement, we had remaining performance guarantees on behalf of GE. Under the Separation and Distribution Agreement, GE was obligated to use reasonable best efforts to replace us as the guarantor or terminate all such performance guarantees. Until such termination or replacement, in the event of non-fulfillment of contractual obligations by the relevant obligors, we could have been obligated to make payments under the applicable instruments for which GE was obligated to reimburse and indemnify us. As of December 31, 2023, our maximum aggregate exposure, subject to GE reimbursement, was approximately $114 million. In the second quarter of 2024, these remaining performance guarantees were all terminated or replaced.”
Read it in last year's proxy ↗
Transition Services Agreement“The TSA governs all matters relating to the provision of shared services between GE and us on a transitional basis. The services that we receive include support for information technology, human resources, supply chain, finance, and facilities services, among others. Some of these costs were included in the allocations from GE prior to Spin-Off. The services generally commenced on the date of the Spin-Off and terminated in the 24 months thereafter depending upon the related transitional service. We incurred $172 million, net, for the year ended December 31, 2024 under this agreement. This amount represents fees charged from GE and GE Vernova to us, the majority of which are related to information technology, and is net of fees charged from us to GE and GE Vernova for facilities and other shared services.”
Read it in last year's proxy ↗
Tax Matters Agreement“The Tax Matters Agreement with GE governs the respective rights, responsibilities, and obligations of GE and us after the Spin-Off with respect to all tax matters (including tax liabilities, tax attributes, tax returns, and tax contests). If, as a result of any of our representations being untrue or our covenants being breached, the Spin-Off were determined not to qualify for non-recognition of gain or loss under Internal Revenue Code, Section 355 and related provisions of the Code, we could be required by the Tax Matters Agreement to indemnify GE for the resulting taxes and related expenses. Those amounts could be material and any such obligation could adversely affect our business, financial condition, cash flows, and results of operations.”
Read it in last year's proxy ↗
The whole section 3 paragraphs, proxy filed 2026-03-19
Related Person Transactions and Other Information“How We Review and Approve Transactions: We review all relationships and transactions in which the Company and our directors and executive officers or their immediate family members participate if the amount involved exceeds $120,000. The purpose of this review is to determine whether they have a material interest in the transaction, including an indirect interest. The Company’s legal staff is primarily responsible for making these determinations based on the relevant facts and circumstances, and for developing and implementing processes and controls for obtaining information about these transactions from directors and executive officers. In addition, the Audit Committee reviews and approves any such related person transaction. As described in the Governance Principles, in the course of reviewing and approving a disclosable related person transaction, the Audit Committee considers the factors described below. As SEC rules require, we disclose in this proxy statement all such transactions that are determined to be directly or indirectly material to a related person.”
Read it in the proxy ↗
Related Person Transactions and Other Information“Nature of related person’s interest in the transaction • Material transaction terms, including the amount involved and type of transaction • Importance of the transaction to the related person and GE HealthCare • Whether the transaction would impair a director or executive officer’s judgment to act in GE HealthCare’s best interest • Any other matters the committee deems appropriate, including any third-party fairness opinions or other expert reviews obtained in connection with the transaction”
Read it in the proxy ↗
Related Person Transactions“From time to time, GE HealthCare sells our products and services in the ordinary course of business to Cleveland Clinic Foundation and Providence. From January 1, 2025 through February 28, 2026, GE HealthCare recognized revenue of approximately $50 million from Cleveland Clinic Foundation and approximately $61 million from Providence in connection with providing products and services. Dr. Mihaljevic has served as the Chief Executive Officer and President, Morton L. Mandel CEO Chair, of Cleveland Clinic since 2018. Dr. Hochman served as the President and Chief Executive Officer of Providence from 2016 through 2024 and has served as CEO emeritus since January 2025. These transactions were made in the ordinary course on an arms’ length basis, and we do not believe that Dr. Mihaljevic and Dr. Hochman had a material direct or indirect interest in these transactions. However, we provide information on them in the interest of transparency.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
Work on GEHC in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/GEHC/export.csv") into a cell.