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Published: 2022-05-06 16:06:00 ET
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gd-20220506
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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 6, 2022 (May 4, 2022)
Commission File Number 1-3671
GENERAL DYNAMICS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
13-1673581
State or other jurisdiction of incorporation or organizationI.R.S. Employer Identification No.
11011 Sunset Hills RoadReston,Virginia20190
Address of principal executive officesZip 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 classTrading Symbol(s)Name of each exchange on which registered
Common StockGDNew 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




Item 5.07    Submission of Matters to a Vote of Security Holders

The voting results for matters submitted to the company’s shareholders for consideration at the Annual Meeting held on May 4, 2022, are set forth below.

In an uncontested election, each of the following nominees was elected to the Board of Directors according to the following votes:

ForAgainstAbstain
Broker
Non-Votes
James S. Crown210,395,721 20,388,326 1,174,287 23,247,977 
Rudy F. deLeon229,025,549 2,606,250 326,535 23,247,977 
Cecil D. Haney226,379,658 5,245,428 333,248 23,247,977 
Mark M. Malcolm230,831,467 786,720 340,147 23,247,977 
James N. Mattis226,247,597 5,389,886 320,851 23,247,977 
Phebe N. Novakovic223,405,346 8,247,945 305,043 23,247,977 
C. Howard Nye228,954,312 2,656,403 347,619 23,247,977 
Catherine B. Reynolds230,810,001 832,902 315,431 23,247,977 
Laura J. Schumacher208,595,885 23,061,063 301,386 23,247,977 
Robert K. Steel224,967,305 6,331,063 659,966 23,247,977 
John G. Stratton218,880,713 12,732,914 344,707 23,247,977 
Peter A. Wall226,361,024 5,256,526 340,784 23,247,977 


The results of voting on Proposals 2 through 5 (as numbered in the company’s 2022 Proxy Statement) were as follows:

Proposal 2. Shareholders approved the selection of KPMG LLP as the company’s independent auditors for 2022.
ForAgainstAbstain
Broker
Non-Votes
Approval of KPMG as Independent
    Auditors
251,672,326 3,170,152 363,833 — 

Proposal 3. Shareholders approved, on an advisory basis, the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K and contained in the 2022 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.
ForAgainstAbstain
Broker
Non-Votes
Advisory Vote to approve
    Executive Compensation
220,924,580 10,045,932 987,822 23,247,977 



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Proposal 4. Shareholders rejected a shareholder proposal requesting that the Board adopt an enduring policy, and amend the company’s governing documents as necessary in order that two separate people hold the office of Chairman and the office of Chief Executive Officer.
ForAgainstAbstain
Broker
Non-Votes
Shareholder Proposal to Require
    an Independent Board Chairman
92,133,663 139,286,754 537,917 23,247,977 


Proposal 5. Shareholders rejected a shareholder proposal requesting that the Board prepare a report on the company’s human rights due diligence process relating to actual and potential human rights impacts associated with its products and services.
ForAgainstAbstain
Broker
Non-Votes
Shareholder Proposal to Request a
    Human Rights Report
  
56,245,440 166,623,407 9,089,487 23,247,977 
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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.
GENERAL DYNAMICS CORPORATION
by/s/ Gregory S. Gallopoulos
Gregory S. Gallopoulos
Senior Vice President, General Counsel and
Secretary
(Authorized Officer)
Dated: May 6, 2022

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