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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) January 5, 2024 (January 5, 2024)
GENERAL DYNAMICS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 1-3671 | 13-1673581 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS 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)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report.)
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)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange |
||
| Common Stock | GD | New York Stock Exchange |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 5, 2024, General Dynamics Corporation (the “company”) issued a press release announcing:
| • | Mark C. Roualet, Executive Vice President, Combat Systems, informed the company of his intent to retire on April 30, 2024; |
| • | Jason W. Aiken, currently Executive Vice President, Technologies, and Chief Financial Officer, will transition to Executive Vice President, Technologies, effective February 15, 2024; and |
| • | Kimberly A. Kuryea, currently Senior Vice President, Human Resources and Administration, will transition to Senior Vice President and Chief Financial Officer, effective February 15, 2024. |
Compensation for Mr. Aiken and Ms. Kuryea in their new roles will be pursuant to the compensation program 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, beginning on page 54. Elements will include a fixed base salary, annual incentive compensation, and long-term incentive compensation, which includes equity compensation. Consistent with the process described in the proxy statement, compensation and incentive amounts will be set during our annual compensation review process, with the intent that the compensation will be positioned competitively based on the role, executive experience, and other relevant market factors.
A copy of a press release issued by the company regarding these matters is attached as Exhibit 99.1 to this Form 8-K and incorporated herein.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Press Release | |
| 104 | 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) |
||
Dated: January 5, 2024
Exhibit 99.1
| 11011 Sunset Hills Rd. Reston, VA 20190 www.generaldynamics.com |
News |
Contact: Jeff A. Davis
Tel: 703 876 3483
press@generaldynamics.com
January 5, 2024
General Dynamics Announces Personnel Moves
RESTON, Va. – General Dynamics (NYSE:GD) announced today that Mark Roualet, who currently serves as executive vice president of Combat Systems, has informed the company that he will retire in April. He will be succeeded by Danny Deep, who currently serves as president of General Dynamics Land Systems, effective April 15.
“Mark has served General Dynamics with distinction for over 40 years with a demonstrated record of operational excellence,” said Phebe Novakovic, chairman and chief executive officer. “Danny is a capable, tested leader with a deep background in operations and land forces programs,” said Novakovic.
Deep will be succeeded by David Paddock, who currently serves as president of Jet Aviation, effective April 1. Paddock will be replaced as president of Jet Aviation by Jeremie Caillet, who currently serves as senior vice president of operations in Basel, Switzerland.
“David is a proven executive with strong leadership skills,” said Novakovic. “Jeremie is a highly skilled operations and program management executive.”
General Dynamics also announced today that Jason Aiken, who currently serves as executive vice president of Technologies and chief financial officer, will move from his joint role to focus exclusively on the operating duties of the Technologies group, effective February 15.
“Jason is a strong executive and has been a superb CFO. He will remain integrally involved in all aspects of the senior leadership of General Dynamics,” said Novakovic.
Kim Kuryea, currently senior vice president of Human Resources and Administration, will become the company’s CFO, also effective February 15.
“Kim is a seasoned finance executive with over 20 years of varied financial experience with the company including CFO of one of the company’s business units, head of the company’s internal audit function and the company’s controller,” said Novakovic.
Kuryea will be replaced by Shane Berg, who currently serves as senior vice president of Planning and Development.
“Shane joined General Dynamics two years ago and has been a superb addition to the senior leadership team,” said Novakovic.
General Dynamics is a global aerospace and defense company that offers a broad portfolio of products and services in business aviation; ship construction and repair; land combat vehicles, weapons systems and munitions; and technology products and services. General Dynamics employs more than 100,000 people across 65 countries worldwide and generated $39.4 billion in revenue in 2022. More information about General Dynamics is available at www.gd.com.
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