Date of Report (Date of earliest event reported) May 7, 2021 (May 5, 2021)
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 organization
I.R.S. Employer Identification No.
11011 Sunset Hills Road
Reston,
Virginia
20190
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
Item 5.07Submission 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 5, 2021, 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:
For
Against
Abstain
Broker
Non-Votes
James S. Crown
229,652,915
7,957,685
428,536
23,676,650
Rudy F. deLeon
233,600,768
4,188,984
249,384
23,676,650
Cecil D. Haney
235,210,663
2,573,124
255,349
23,676,650
Mark M. Malcolm
234,822,119
2,950,331
266,686
23,676,650
James N. Mattis
235,050,636
2,731,237
257,263
23,676,650
Phebe N. Novakovic
227,288,158
10,530,680
220,298
23,676,650
C. Howard Nye
233,614,430
4,163,230
261,476
23,676,650
Catherine B. Reynolds
235,600,021
2,190,795
248,320
23,676,650
Laura J. Schumacher
232,317,699
5,503,260
218,177
23,676,650
Robert K. Steel
237,204,437
551,714
282,985
23,676,650
John G. Stratton
236,456,799
1,316,097
266,240
23,676,650
Peter A. Wall
235,129,671
2,644,882
264,583
23,676,650
The results of voting on Proposals 2 through 4 (as numbered in the company’s 2021 Proxy Statement) were as follows:
Proposal 2. Shareholders approved the selection of KPMG LLP as the company’s independent auditors for 2021.
For
Against
Abstain
Broker
Non-Votes
Approval of KPMG as Independent
Auditors
257,530,760
3,932,748
252,278
—
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 2021 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.
For
Against
Abstain
Broker
Non-Votes
Advisory Vote to approve
Executive Compensation
229,757,372
7,725,466
556,298
23,676,650
-2-
Proposal 4. Shareholders rejected a shareholder proposal requesting that the board take steps necessary to amend the company’s bylaws and each appropriate governing document to give holders of 10% of the company’s outstanding common stock the power to call a special shareholder meeting.
For
Against
Abstain
Broker
Non-Votes
Shareholder Proposal with regard
to Special Shareholders
Meetings
81,664,388
155,811,041
563,707
23,676,650
-3-
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.