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.
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Filing text
View original ↗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
- Company
- GENERAL DYNAMICS CORP
- 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