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8-KThe WireRoutine

Shareholder Vote

Filed May 2, 2019 · 7y ago · Accession 0000040533-19-000023

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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 2, 2019 (May 1, 2019)           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.) 2941 Fairview Park Drive, Suite 100, Falls Church, Virginia   22042-4513 (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 Symbol Name of each exchange on which registered Common GD New York Stock Exchange         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 1, 2019, 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   235,937,219   8,922,750   1,644,636   25,507,639 Rudy F. deLeon   244,712,170   1,546,643   245,792   25,507,639 Cecil D. Haney   245,933,528   296,169   274,908   25,507,639 Lester L. Lyles   242,891,618   3,353,361   259,626   25,507,639 Mark M. Malcolm   245,721,570   508,332   274,703   25,507,639 Phebe N. Novakovic   243,412,897   2,861,870   229,838   25,507,639 C. Howard Nye   244,996,906   1,248,794   258,905   25,507,639 William A. Osborn   243,443,859   2,780,422   280,324   25,507,639 Catherine B. Reynolds   245,705,425   542,617   256,563   25,507,639 Laura J. Schumacher   244,274,726   1,989,287   240,592   25,507,639 Peter A. Wall   245,530,422   710,618   263,565   25,507,639   The results of voting on Proposals 2 through 5 (as numbered in the company’s 2019 Proxy Statement) were as follows:   Proposal 2. Shareholders approved the selection of KPMG LLP as the company’s independent auditors for 2019.     For   Against   Abstain   Broker Non-Votes Approval of KPMG as Independent     Auditors   270,126,340   1,579,471   306,433   — 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 2019 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   237,037,536   8,986,855   480,214   25,507,639 - 2 - Proposal 4. Shareholders approved the General Dynamics United Kingdom Share Save Plan.     For   Against   Abstain   Broker Non-Votes Approval of the General Dynamics     United Kingdom Share Save Plan   241,438,409   4,635,383   430,813   25,507,639 Proposal 5. Shareholders rejected a shareholder proposal to require that the chairman of the Board of Directors be an independent director.     For   Against   Abstain   Broker Non-Votes Shareholder Proposal Regarding an     Independent Board Chairman   57,626,233   188,369,113   509,259   25,507,639 - 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 hereunto duly authorized.               GENERAL DYNAMICS CORPORATION           by /s/ Gregory S. Gallopoulos       Gregory S. Gallopoulos Senior Vice President, General Counsel and Secretary (Authorized Officer)       Dated: May 2, 2019       - 4 -
Filing details
Ticker
GD
CIK
40533
Form type
8-K
Filing date
May 2, 2019
Report date
May 2, 2019
Document
gd-201905028k.htm
Size
101 KB