Date of Report (Date of earliest event reported) June 8, 2023 (June 7, 2023)
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On June 7, 2023, the board of directors (the “Board”) of General Dynamics Corporation (the “Company”) elected Charles W. Hooper as a member of the Board, effective immediately. There is no arrangement or understanding between Mr. Hooper and any other person pursuant to which Mr. Hooper was elected as a director. At this time, the Company is not aware of any transactions that would require disclosure under Item 404(a) of Regulation S-K. Mr. Hooper has not yet been appointed to any committees of the Board.
Mr. Hooper will receive the same compensation as the other non-employee directors as disclosed in the Company’s proxy statement for the 2023 annual meeting of shareholders, filed with the Securities and Exchange Commission on March 24, 2023. A copy of the press release announcing the election of Mr. Hooper is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 hereunto duly authorized.
GENERAL DYNAMICS CORPORATION
By:
/s/ Gregory S. Gallopoulos
Gregory S. Gallopoulos Senior Vice President, General Counsel and Secretary (Authorized Officer)