NOTICE OF EXEMPT SOLICITATION
NAME OF REGISTRANT: GE
Aerospace Company
NAME OF PERSON RELYING ON EXEMPTION: Katie Carter, Presbyterian
Life & Witness, Presbyterian Church (U.S.A.), A Corporation
ADDRESS OF PERSON RELYING ON EXEMPTION: 100 Witherspoon St; Louisville, KY 40202
| To: | GE Aerospace Company's Shareholders |
| Subject: | 2026 Proxy Statement—Item No. 7: Report on the implementation of GE Aerospace Company’s Human
Rights Policy in Conflict-Affected and High-Risk Areas |
| Contact: | Katie Carter, Presbyterian Life & Witness, Presbyterian Church (U.S.A.), A Corporation; katie.carter@pcusa.org |
Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated
under the Securities Exchange Act of 1934.
Presbyterian Life & Witness, an agency of the General Assembly
of the Presbyterian Church (U.S.A.), through the Presbyterian Church (U.S.A.), A Corporation urges shareholders to vote FOR Proxy Item
No. 7, Report on the Implementation of GE Aerospace Company’s Human Rights Policy regarding Exposure to Human Rights Harms or
Violations of International Humanitarian Law in Conflict-Affected and High-Risk Areas (CAHRA), which was co-filed by Portico Benefit
Services. The proposal will be voted on at the May 5, 2026, Annual Meeting of GE Aerospace
(“Company” or “GE Aerospace”).
Resolved
Shareholders
request that the Board of Directors commission an independent third-party report, at reasonable expense and excluding proprietary information,
on the due diligence process GE Aerospace uses to determine if customers’ use of its defense-related products, components, or systems
contribute to human rights harms or violations of international humanitarian law (IHL) in conflict-affected and high-risk areas (CAHRA).1
Filers of this resolution are
requesting additional transparency concerning how GE Aerospace determines whether its customers’
use of its products or services contributes to, or is linked with, violations of IHL and human rights in CAHRA. Furthermore, the Filers
seek to determine if the Company’s due diligence practices align with its public statements and commitments outlined in its Human
Rights Policy (HRP).2 As long-term shareholders of General Electric, the Filers are concerned with potential material legal,
regulatory, operational, and reputational impacts related to GE Aerospace following the 2024 spin-off. We find current
disclosure surrounding these CAHRA risks insufficient, which prevents shareholders from examining
the adequacy of the Company’s implementation of risk prevention and mitigation measures
compared to its stated commitments.
_____________________________
1 OECD
(2016), OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Third Edition,
OECD Publishing, Paris, http://dx.doi.org/10.1787/9789264252479-en (accessed March 7, 2026).
2 GE Aerospace, “The
Spirit & The Letter: Human Rights Policy,” https://www.geaerospace.com/sites/default/files/Human%20Rights%20Policy_EN.pdf
(accessed March 7, 2026).
Sales of Defense Components to Rights-Violating Actors
A major portion of GE Aerospace’s
business includes providing technology, products, and services in support of defense or other military activities of states engaged in
armed conflict and credibly accused of violations of IHL. After the 2024 spin-off, GE Aerospace has continued providing military components
and services to:
| · | Egypt: The Company provides the Egyptian Air Force with F110 engines for their F-16 fighter
jets, though the country’s military has been credibly accused of committing war crimes in Northern Sinai.3 |
| · | India: According to its 2025 annual report, GE Aerospace entered into
an agreement with Hindustan Aeronautics Limited (HAL) to provide F404 engines for India’s light combat aircraft.4 The
Indian military has been accused of violations of international law throughout its longstanding conflict with Pakistan over the administration
of the Jammu and Kashmir territories. This includes allegations that the Indian Air Force violated international law in air strikes conducted
in 2025.5 |
| · | Israel: Prior to spinning
off into GE Aerospace, General Electric provided engines integrated into platforms across Israel’s air force and navy, including
Black Hawk, Apache, and Sea Hawk helicopters, as well as F-15s and F-16s, and naval warships linked to alleged violations of IHL in Gaza
and Lebanon.6 In March 2025, the U.S. Air Force awarded GE Aerospace a $5 billion contract to provide F110 engines for
allied nations, heightening exposure to these risks. |
| · | Nigeria: The Company supplies the Nigerian Air Force and Army with PT6A
turboprop engines for the A-29 Super Tucano light attack aircraft and T-700 engines for Viper attack helicopters, despite repeated accusations
of war crimes during operations against Boko Haram.7 |
| · | Saudi Arabia: The Company supplies F110 engines to the Royal Saudi Air Force (RSAF) and
recently expanded partnerships to the General Authority for Military Industries (GAMI) and Middle East Propulsion
Company (MEPC),8 despite documented war crimes in Yemen.9 |
_____________________________
3 Human
Rights Watch, “Egypt: Serious Abuses, War Crimes in North Sinai,” May 28, 2019, https://www.hrw.org/news/2019/05/28/egypt-serious-abuses-war-crimes-north-sinai
(accessed March 7, 2026).
4 GE
Aerospace, “2025 Annual Report,” https://www.geaerospace.com/sites/default/files/geaerospace_2025annualreport.pdf
(accessed March 7, 2026).
5 “‘Act
of war’: Pakistan pledges retaliation to Indian deadly attacks,” Al Jazeera, May 7, 2025,
https://www.aljazeera.com/news/2025/5/7/pakistan-decries-act-of-war-vows-retaliation-as-india-launches-strikes
(accessed March 8, 2026).
6 Who
Profits Research Center, “General Electric,” July, 11, 2022, https://www.whoprofits.org/companies/company/6337
(accessed March 7, 2026).
7 Nkasi
Wodu, “Nigeria’s Mass Atrocities: Harnessing Civilian Early Warning Data to Improve Civil-Military Response to Atrocities,”
Harvard T.H. Chan School of Public Health, September 27, 2024, https://hsph.harvard.edu/atrocity-prevention-lab/news/nigerias-mass-atrocities-harnessing-civilian-early-warning-data-to-improve-civil-military-response-to-atrocities
(accessed on March 7, 2026).
8 GE Aerospace, “GE
Aerospace and MEPC strengthen Royal Saudi Air Force (RSAF) readiness and regional support with expanded F110-129 agreements,” February
8, 2026, https://www.geaerospace.com/news/press-releases/middleeast/ge-aerospace-and-mepc-strengthen-royal-saudi-air-force-rsaf-readiness-and-
regional#:~:text=New%20agreements%20ensure%20vital%20material,Structural%20Integrity%20Program%20(ENSIP)
(accessed on March 7, 2026).
9 Joyce Sohyun
Lee, Meg Kelly and Atthar Mirza, “Saudi-led airstrikes in Yemen have been called war crimes.
Many relied on U.S. support. Washington Post, June 4, 2022, https://www.washingtonpost.com/investigations/interactive/2022/saudi-war-crimes-yemen
(accessed March 7, 2026).
| · | Turkey: GE Aerospace has longstanding partnerships with the country, supporting over
2,300 commercial and defense engines.10 It has opened Türkiye Technology Centers in the country to support defense capabilities11
and works extensively with Turkish defense companies Turkish Aerospace and Tusas,12 in spite of credible allegations of war
crimes in Turkish-occupied Syria.13 Furthermore, in GE Aerospace’s 2025 annual report, the company disclosed it entered
into a new transaction to integrate the F404 Turbofan engines into the Hürjet training aircraft.14 |
| · | United Arab Emirates (UAE): The Company provides F110 engines and data
transfer systems, even as Sudan filed suit against the UAE in 2025 for “complicity in genocide.”15 |
Nuclear Triad and Global Partnerships
While GE Aerospace is not directly involved in nuclear weapon design
or manufacturing, it produces engines for key dual-purpose nuclear delivery platforms, including the B-2 Spirit (F118-GE-100 engines)16
and the F-15EX (F110-GE-129 engines),17 which are designed to carry the B61-12 guided tactical nuclear bomb.18
_____________________________
10 Senad Karaahmetovic, “Turkey
gets US approval for GE Aerospace engines for Hurjet aircraft,” Investing.com,
September 30, 2025, https://ng.investing.com/news/company-news/turkey-gets-us-approval-for-ge-aerospace-engines-for-hurjet-aircraft-93CH-2125347
(accessed March 7, 2026).
11 GE Aerospace, “Forward
Thinking: GE Aerospace’s Türkiye Technology Center Opens New Location,” June 11, 2024, https://www.geaerospace.com/news/articles/forward-thinking-ge-aerospaces-turkiye-technology-center-opens-new-location
(accessed March 7, 2026).
12 GE Aerospace, “Turkish
Aerospace, TUSAŞ Engine Industries and GE Aerospace Sign MOU to Extend Collaboration on HÜRJET Advanced Training Jet Program,”
July 22, 2024, https://www.geaerospace.com/news/press-releases/turkish-aerospace-tusas-engine-industries-and-ge-aerospace-sign-mou-extend
(accessed March 7, 2026).
13 Human Rights Watch, “Syria:
Abuses, Impunity in Turkish-Occupied Territories,” February 29, 2024, https://www.hrw.org/news/2024/02/29/syria-abuses-impunity-turkish-occupied-territories
(accessed March 7, 2026).
14 GE Aerospace, “2025
Annual Report,” https://www.geaerospace.com/sites/default/files/geaerospace_2025annualreport.pdf
(accessed March 7, 2026).
15 Matt Spivey, “Sudan
takes UAE to world court over 'complicity in genocide',” BBC, March 6, 2025, https://www.bbc.com/news/articles/c3w1nzpg5dgo
(accessed March 7, 2026).
16 United States Air Force,
“B-2 Spirit - Fact Sheets,” https://www.af.mil/About-Us/Fact-Sheets/Display/Article/104482/b-2-spirit
(accessed March 9, 2026).
17 Nick Hurm, “GE Aviation
Has Storied History With United States Air Force,” GE Aerospace, September 15, 2020, https://www.geaerospace.com/news/articles/product/ge-aviation-has-storied-history-united-states-air-force
(accessed March 9, 2026).
18 Aaron Mehta, “F15-E becomes first aircraft compatible with new
nuclear bomb design,” Defense News, June 8, 2020, https://www.defensenews.com/smr/nuclear-arsenal/2020/06/08/f-15e-becomes-first-aircraft-certified-for-new-nuclear-bomb-design
(accessed March 9, 2026)
Furthermore, the Company maintains joint ventures, including partnerships
with the Aviation Industry Corporation of China (AVIC), which the U.S. Government identifies as a Chinese military company.19 20
These relationships expose the Company to significant regulatory, material, and reputational risks as tensions in the South China Sea
escalate.21
Human Rights and Material Risks Associated with these Transactions
The Filers acknowledge that GE
Aerospace primarily sells its products to the U.S. Department of Defense or foreign military agencies with the approval of the U.S. Government.
However, providing these weapons systems to state actors credibly accused of human rights or IHL violations continues to expose the Company
to salient and material risks, including potential criminal or civil liability and operational disruptions.
For example, despite exporting
all weapons systems with Department of Defense consent, several weapons manufacturers, including Lockheed Martin, General Dynamics, and
RTX, are currently facing civil litigation based on allegations that their systems were used by Saudi military forces to commit war crimes
in Yemen.22 Similarly, the Dutch Supreme Court has enforced a ban on the export of components within the F-35 supply chain
based on concerns they could support IHL violations, causing significant disruptions throughout the F-35 value chain.23 Furthermore,
in 2025, several notable investors divested from Caterpillar Inc. following credible allegations that its products supported military
operations that violated IHL.24
Additionally, the development
and proliferation of lethal autonomous weapons systems present a new wave of risks regarding potential violations of international law
and human rights. GE Aerospace’s engines and propulsion systems are already being integrated into ShieldAI’s X-Bat combat
drones. This raises serious questions regarding the potential absence of “meaningful human control” and corresponding violations
of IHL.25
_____________________________
19 United
States Department of Defense, “Entities Identified as Chinese Military Companies Operating in the United States in accordance with
Section 1260H of the William M. (“Mac”) Thornberry National Defense Authorization Act for Fiscal Year 2021, https://media.defense.gov/2024/Jan/31/2003384819/-1/-1/0/1260H-LIST.PDF
(accessed March 7, 2026).
20 Nathan
Picarsic and Emily de La Bruyere, “Corporate Complicity Scorecard,” Victims of Communism, February 3, 2022, https://victimsofcommunism.org/wp-content/uploads/2022/02/Corporate-Complicity-Scorecard-2.3.22.pdf
(accessed March 7, 2026).
21 Global
Conflict Tracker, “Territorial Disputes in the South China Sea,” September 17, 2024, https://www.cfr.org/global-conflict-tracker/conflict/territorial-disputes-south-china-sea
(accessed March 7, 2026).
22 Arms
Trade Litigation Monitor, “Civil complaint by Yemeni nationals to seek injunctive relief and damages,” March 2023, https://armstradelitigationmonitor.org/case/civil-complaint-by-yemeni-nationals-to-seek-injunctive-relief-and-damages
(accessed March 7, 2026).
23 Mike
Corder, “Dutch high court orders government to reevaluate license to export F-35 fighter jet parts to Israel,” Associated
Press, October 3, 2025, https://apnews.com/article/gaza-israel-netherlands-f35-ban-3e1a7ded35219e8611ad1eab10ab3c01
(accessed March 7, 2026).
24 Kanishka
Singh and Gwladys Fouche, “US ‘very troubled’ by Norway wealth fund’s divestment from Caterpillar,” Reuters,
September 4, 2025, https://www.reuters.com/sustainability/society-equity/us-very-troubled-by-norway-wealth-funds-divestment-caterpillar-2025-09-03
(accessed March 7, 2026).
25 Jodesz
Gavilan, “GE Aerospace, Shield AI Team Up on Propulsion for New X-BAT VTOL Drone,” The Defense Post, November 7, 2025,
https://thedefensepost.com/2025/11/07/ge-shield-ai-xbat/#:~:text=Features%20&%20Expert%20Opinion-,GE%20Aerospace%2C%20Shield
%20AI%20Team%20Up%20on%20Propulsion,New%20X%2DBAT%20VTOL%20Drone&text=GE%20Aerospace%20has%20partnered%20with,loyal%20wingman%20for%20crewed%20aircraft
(accessed March 8, 2026).
The purpose of this resolution
is to gain greater clarity into GE Aerospace’s due diligence processes, specifically how the Company identifies, assesses, and addresses
the potential risks of its products contributing to or being linked to such violations.
Growing Demand for Strong CAHRA Risk Management
The United Nations Guiding Principles on Business and Human Rights
(UNGPs), which GE Aerospace references in its HRP, require companies to conduct “heightened” human rights due diligence (HRDD)
in conflict-affected areas due to the acute nature of risks in these contexts. This evolving regulatory
landscape is matched by growing concern among investors and corporate leaders. An August 2024 study by the Thinking Ahead Institute found
that 84 percent of the 26 largest investors named “geopolitical confrontation” as a top-three systemic risk.26
Furthermore, a survey of 1,200 CEOs revealed that 97 percent had altered investment plans due to geopolitical volatility, and more than
one-third relocated operations in response to conflict-related risks.27
Current Disclosures are Insufficient
to Understand Mitigation of Material and Salient Risks
In its proxy statement, GE Aerospace
argues that this resolution is unnecessary, claiming it will not provide new information and would constitute a waste of Company resources.
To support this, the Company points to its internal compliance systems designed to ensure all sales of GE Aerospace products are permitted
under “extensive international trade controls and sanctions regulations, including export controls, import controls, sanctions compliance
and anti-boycott regulations.”
However, mere compliance with
regulations designed “to support U.S. national security and foreign policy objectives” does not meet the HRDD standards required
under the UNGPs, IHL, or international human rights norms. Aligning due diligence with international law and normative standards is particularly
important in the current geopolitical climate, which is seeing an unprecedented rise in conflict, use of force, and civilian harm.
Beyond regulatory compliance,
GE Aerospace also relies on its HRP and Human Rights Enterprise Standard to establish “minimum requirements for risk assessment,
third-party due diligence, and escalation and remediation.” While the Filers applaud GE Aerospace for creating a human rights-centered
due diligence framework regarding its supply chain—especially as it relates to conflict minerals—there is a lack of publicly
available information describing the specific systems, standards, or process involved in its defense-related sales. Rather than relying
on unsupported internal claims, the Filers seek an independent third-party review to ensure all salient and material risks are being properly
identified, assessed, and mitigated.
_____________________________
26 Thinking Ahead Institute,
“World’s largest investors increasingly concerned on ‘systemic risks’,” August 1, 2024, https://www.thinkingaheadinstitute.org/news/article/worlds-largest-investors-increasingly-concerned-on-systemic-risks
(accessed March 7, 2026).
27 EY, “The CEO Imperative:
How will CEOs respond to a new recession reality?” January 2023, https://www.ey.com/content/dam/ey-unified-site/ey-com/en-gl/insights/private-business/documents/ey-ceo-outlook-pulse-survey-jan-2023-global-report.pdf
https://assets.ey.com/
content/dam/ey-sites/ey-com/en_us/topics/ceo/ey-ceo-outlook-pulse-survey-january-2023-global-report.pdf
Impact of Human Rights on
Shareholders’ Broadly Diversified Portfolios
The request for a report on the implementation of GE Aerospace’s
Human Rights Policy, specifically regarding exposure to human rights harms or violations of IHL in CAHRA, will allow the Company to participate
in global efforts to address the macroeconomic threats posed by human rights abuses, geopolitical instability, and violations of international
law in conflict zones. Given that the growth and stability of the economy are key drivers of long-term portfolio returns for diversified
investors, enhanced HRDD in CAHRA is an important consideration for such investors, separate and apart from its impact on individual company
performance.
From a portfolio-wide perspective, the relevance of this issue is clear:
the financial return for diversified investors is driven predominantly by market performance rather than individual firm outcomes. Research
underscores this point, finding that “more than 75 percent of the variability in the return to an investor is caused by systematic
risk – that is, some combination of beta [overall market return] and of how much exposure an investor has to that beta.”28
Over long time periods, market
performance is influenced chiefly by the performance of the economy itself, because the value of the investable universe is equal to the
portion of the productive economy represented by the companies in the market.29 However, the social and environmental
costs created by companies in pursuit of profits can burden the economy. This drag on gross domestic product directly reduces the return
on a diversified portfolio over the long term.30
Response to Direct Mischaracterizations
by the ADL and JLens
The Anti-Defamation League (ADL)
and its affiliate, JLens, have filed an exempt solicitation that mischaracterizes this proposal in an attempt to politicize the shareholder
process. This transparent effort to obstruct shareholders from supporting a neutral, globally recognized HRDD framework weaponizes corporate
governance to stifle legitimate corporate accountability and transparency.
The opposition’s claim
that Proposal 7 "targets" any single nation is factually unsupported and intellectually dishonest. As documented extensively
in this memo, the risks at issue span across numerous CAHRA. Proposal 7 identifies a diverse set of examples regarding GE Aerospace’s
exposure, including Egypt, India, Nigeria, Saudi Arabia, Turkey, the United Arab Emirates, and China. To suggest that a request for transparency
across seven different global theaters is a "uniquely targeted" attack ignores the clear substance of the proposal in favor
of a narrow political narrative.
Furthermore, JLens’s assertions grossly misrepresent the long-standing
commitments of the General Assembly of the Presbyterian Church (U.S.A.) . For decades, the PC(USA) has been a steadfast advocate
for:
| · | The right of Israel to exist as a safe and secure homeland for the Jewish people. |
| · | The fundamental human rights and just treatment of the Palestinian people. |
| · | A negotiated two-state solution ensuring sovereignty and security for both peoples. |
These convictions are rooted in our Christian faith, which calls us
to affirm human rights for everyone, and for an end to violence and warfare everywhere. The General Assembly’s 2016 policy, “Israel-Palestine:
For Human Values in the Absence of a Just Peace,” confirms this balanced, rights-based approach.31
_____________________________
28 Stephen Davis, Jon Lukomnik, and David Pitt-Watson, “What
They Do with Your Money,” Yale University Press (2016).
29 Principles for Responsible
Investment & UNEP Finance Initiative, “Universal Ownership: Why Environmental Externalities Matter to Institutional Investors,”
Appendix IV, available at https://www.unepfi.org/industries/investment/universal-ownership-why-environmental-externalities-matter-to-institutional-investors-2/
30 See supra n.29.
31 Presbyterian Church (U.S.A.),
“Israel-Palestine: For Human Values in the Absence of a Just Peace,
July 5, 2017, https://pcusa.org/resource/israel-palestine-human-values-absence-just-peace
(accessed March 26, 2026).
By opposing this resolution,
JLens is effectively arguing that GE Aerospace should be exempt from the very UNGPs that the Company itself claims to uphold. Shareholders
should recognize these accusations for what they are: an attempt to distract from material and legal risks by injecting highly politicized
and divisive rhetoric into a standard corporate governance matter.
Conclusion
We therefore urge shareholders
to vote FOR Item 7
For further information, please
contact: Katie Carter at katie.carter@pcusa.org.
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