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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 5, 2023 (May 3, 2023)
Commission File Number 1-3671
GENERAL DYNAMICS CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware |
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13-1673581 |
| State or other jurisdiction of incorporation or organization |
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I.R.S. Employer Identification No. |
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| 11011 Sunset Hills Road |
Reston, |
Virginia |
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20190 |
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| Address of principal executive offices |
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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:
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| 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 7 (as numbered in the company’s 2023 Proxy Statement) submitted to the company’s shareholders for consideration at the Annual Meeting of Shareholders held on May 3, 2023, are set forth below.
Proposal 1. In an uncontested election, each of the following nominees was elected to the Board of Directors (the “Board”), according to the following votes:
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For |
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Against |
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Abstain |
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Broker
Non-Votes
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| Richard D. Clarke |
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227,427,081 |
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1,357,956 |
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207,861 |
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23,308,928 |
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| James S. Crown |
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213,873,226 |
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14,916,287 |
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203,385 |
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23,308,928 |
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| Rudy F. deLeon |
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225,826,507 |
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2,955,766 |
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210,625 |
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23,308,928 |
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| Cecil D. Haney |
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211,299,068 |
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17,491,329 |
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202,501 |
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23,308,928 |
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| Mark M. Malcolm |
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227,604,147 |
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1,173,936 |
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214,815 |
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23,308,928 |
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| James N. Mattis |
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224,894,752 |
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3,895,372 |
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202,774 |
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23,308,928 |
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| Phebe N. Novakovic |
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219,631,423 |
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9,151,050 |
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210,425 |
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23,308,928 |
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| C. Howard Nye |
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225,564,757 |
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3,213,204 |
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214,937 |
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23,308,928 |
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| Catherine B. Reynolds |
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227,549,487 |
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1,229,447 |
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213,964 |
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23,308,928 |
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| Laura J. Schumacher |
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222,776,683 |
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5,996,061 |
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220,154 |
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23,308,928 |
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| Robert K. Steel |
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225,018,095 |
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3,754,778 |
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220,025 |
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23,308,928 |
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| John G. Stratton |
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178,627,776 |
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50,140,051 |
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225,071 |
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23,308,928 |
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| Peter A. Wall |
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225,032,298 |
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3,742,821 |
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217,779 |
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23,308,928 |
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Proposal 2. Shareholders approved the amendment to the company’s Delaware charter to limit the liability of officers as permitted by law.
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For |
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Against |
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Abstain |
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Broker
Non-Votes
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Approval of Amendment to
Delaware Charter to Limit
Liability of Officers as Permitted
by Law
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205,866,015 |
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22,778,837 |
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348,046 |
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23,308,928 |
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Proposal 3. Shareholders approved, on an advisory basis, the selection of KPMG LLP as the company’s independent auditor for 2023.
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For |
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Against |
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Abstain |
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Broker
Non-Votes
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Advisory Vote to Approve KPMG
as Independent Auditor
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248,041,089 |
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4,020,972 |
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239,765 |
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— |
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Proposal 4. 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 2023 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables, accompanying footnotes and narrative discussion.
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For |
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Against |
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Abstain |
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Broker
Non-Votes
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Advisory Vote to Approve
Executive Compensation
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220,202,167 |
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8,344,257 |
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446,474 |
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23,308,928 |
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Proposal 5. Shareholders recommended, on an advisory basis, that Future Advisory Compensation Votes (as defined in the 2023 Proxy Statement) be held every year.
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Every
Year |
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Every
Two Years |
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Every
Three Years |
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Abstain |
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Broker
Non-Votes |
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Advisory Vote on Frequency of Future
Advisory Compensation Votes
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201,161,873 |
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317,266 |
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27,203,055 |
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310,704 |
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23,308,928 |
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In accordance with our shareholders’ recommendation to hold Future Advisory Compensation Votes every year, as well as our Board’s policy to hold advisory votes to approve the compensation paid to the company’s NEOs on an annual basis, the company has determined that it is in the best interests of the company and its shareholders to hold an advisory vote to approve executive compensation every year.
Proposal 6. Shareholders rejected a shareholder proposal requesting that the Board publish a report with the results of a Human Rights Impact Assessment relating to actual and potential human rights impacts associated with the company’s products and services.
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For |
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Against |
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Abstain |
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Broker
Non-Votes
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Shareholder Proposal to Request a
Human Rights Impact Assessment
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57,073,745 |
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170,298,302 |
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1,620,851 |
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23,308,928 |
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Proposal 7. 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.
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For |
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Against |
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Abstain |
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Broker
Non-Votes
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Shareholder Proposal to Require an
Independent Board Chairman
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90,331,933 |
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138,300,426 |
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360,539 |
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23,308,928 |
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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.
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GENERAL DYNAMICS CORPORATION |
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by |
/s/ Gregory S. Gallopoulos |
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Gregory S. Gallopoulos
Senior Vice President, General Counsel and
Secretary
(Authorized Officer)
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| Dated: May 5, 2023 |
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