UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 3, 2024 (May 1, 2024)
Commission File Number 1-3671
GENERAL DYNAMICS CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 13-1673581 |
| State or other jurisdiction of incorporation or organization | | I.R.S. Employer Identification No. |
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| 11011 Sunset Hills Road | Reston, | Virginia | | 20190 |
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| Address of principal executive offices | | Zip code |
(703) 876-3000
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | GD | New York Stock Exchange |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| Emerging growth company | ☐ | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o |
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Item 5.07 Submission of Matters to a Vote of Security Holders
The results of voting on Proposals 1 through 4, as numbered in General Dynamics Corporation’s (the “Company”) 2024 Proxy Statement submitted to the Company’s shareholders for consideration at the Annual Meeting of Shareholders held on May 1, 2024, are set forth below.
Proposal 1. In an uncontested election, each of the following nominees was elected to the Board of Directors (the “Board”) of the Company.
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| | For | | Against | | Abstain | | Broker Non-Votes |
| Richard D. Clarke | | 215,990,703 | | | 3,791,425 | | | 221,488 | | | 25,088,537 | |
| Rudy F. deLeon | | 216,167,054 | | | 3,420,030 | | | 416,532 | | | 25,088,537 | |
| Cecil D. Haney | | 196,566,017 | | | 23,210,633 | | | 226,966 | | | 25,088,537 | |
| Charles W. Hooper | | 218,032,563 | | | 1,748,963 | | | 222,090 | | | 25,088,537 | |
| Mark M. Malcolm | | 218,223,542 | | | 1,356,124 | | | 423,950 | | | 25,088,537 | |
| James N. Mattis | | 215,257,064 | | | 4,526,611 | | | 219,941 | | | 25,088,537 | |
| Phebe N. Novakovic | | 211,984,672 | | | 7,814,982 | | | 203,962 | | | 25,088,537 | |
| C. Howard Nye | | 215,905,448 | | | 3,866,393 | | | 231,775 | | | 25,088,537 | |
| Catherine B. Reynolds | | 217,242,989 | | | 2,318,256 | | | 442,371 | | | 25,088,537 | |
| Laura J. Schumacher | | 213,559,328 | | | 6,239,124 | | | 205,164 | | | 25,088,537 | |
| Robert K. Steel | | 215,991,184 | | | 3,778,863 | | | 233,569 | | | 25,088,537 | |
| John G. Stratton | | 202,232,208 | | | 17,535,393 | | | 236,015 | | | 25,088,537 | |
| Peter A. Wall | | 215,007,413 | | | 4,764,647 | | | 231,556 | | | 25,088,537 | |
Proposal 2. Shareholders approved, on an advisory basis, the selection of KPMG LLP as the Company’s independent auditor for 2024.
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| | For | | Against | | Abstain | | Broker Non-Votes |
Advisory Vote to Approve KPMG as Independent Auditor | | 237,905,657 | | | 6,951,869 | | | 234,627 | | | — | |
Proposal 3. Shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers (“NEOs”), as disclosed pursuant to Item 402 of Regulation S-K and contained in the 2024 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables, accompanying footnotes and narrative discussion.
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| | For | | Against | | Abstain | | Broker Non-Votes |
Advisory Vote to Approve Executive Compensation | | 210,546,455 | | | 8,966,442 | | | 490,719 | | | 25,088,537 | |
Proposal 4. Shareholders rejected a shareholder proposal requesting that the Board adopt a policy to seek shareholder approval of new or renewed pay packages for NEOs that provide for golden parachute payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus.
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| | For | | Against | | Abstain | | Broker Non-Votes |
Shareholder Proposal regarding a Vote on Excessive Golden Parachutes | | 7,814,766 | | | 211,571,501 | | | 617,349 | | | 25,088,537 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | GENERAL DYNAMICS CORPORATION |
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| | by | /s/ Gregory S. Gallopoulos |
| | | Gregory S. Gallopoulos Senior Vice President, General Counsel and Secretary (Authorized Officer) |
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| Dated: May 3, 2024 | | | |
