GE Healthcare Technologies Inc. current report, 13 December 2022

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Filing Overview

Registrant: GE Healthcare Holding LLC, expected to convert into a corporation and be renamed GE HealthCare Technologies Inc. before completion of the previously announced spin-off from General Electric Company (GE).

Form 8-K date: December 13, 2022; reported actions became effective December 14, 2022. The filing addresses management and board changes under Item 5.02.

Business Context

GE expects to distribute at least 80.1% of the Company’s common stock to GE shareholders on a pro rata basis. The spin-off was expected to become effective at 5:00 p.m. New York City time on January 3, 2023.

Financial Metrics and Liquidity

This filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating or financial metrics. It is focused on governance and executive appointments.

Material Changes

  • The Board increased from one manager to three, with the appointment of Catherine Lesjak and Michael J. Holston.
  • Ms. Lesjak was appointed to the Audit Committee, Talent, Culture, and Compensation Committee, and Nominating and Governance Committee. She was expected to remain on the Board and Audit Committee after the spin-off.
  • Peter J. Arduini was appointed President and Chief Executive Officer; Helmut Zodl was appointed Chief Financial Officer; and George Newcomb was appointed Controller and Chief Accounting Officer.
  • Robert M. Giglietti was removed as President and appointed Vice President.
  • Following the spin-off, Mr. Holston and Mr. Giglietti were expected to be removed from the Board.

Outlook, Risks, and Unusual Items

  • The announced leadership and governance structure remained subject to completion of the conversion and spin-off.
  • The Company expected Messrs. Arduini, Zodl, and Newcomb to continue in their executive roles after the distribution date.
  • Executive and director compensation arrangements were expected to follow those described in the December 8, 2022 Information Statement.
  • Mr. Arduini and Ms. Lesjak were anticipated to enter into director indemnification agreements in substantially the same form as the referenced registration statement exhibit.
  • The filing states that none of the appointed individuals had relevant family relationships, reportable related-party transactions under Item 404(a) of Regulation S-K, or appointment arrangements or understandings with the Company.

Investor Verification Items

  1. Verify completion of the legal conversion, corporate renaming, and GE spin-off on or around January 3, 2023.
  2. Confirm the final post-spin-off Board composition, including the expected removal of Messrs. Holston and Giglietti.
  3. Review the December 8, 2022 Information Statement for executive compensation, director compensation, indemnification, and biographical details.
  4. Obtain subsequent filings for the Company’s standalone financial condition, capital structure, liquidity, and operating results, which are not included in this 8-K.