8-KThe WireRoutine
Shareholder Vote
Filed May 7, 2021 · 5y ago · Accession 0000040533-21-000018
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 7, 2021 (May 5, 2021)
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 5.07 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 5, 2021, 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 229,652,915 7,957,685 428,536 23,676,650
Rudy F. deLeon 233,600,768 4,188,984 249,384 23,676,650
Cecil D. Haney 235,210,663 2,573,124 255,349 23,676,650
Mark M. Malcolm 234,822,119 2,950,331 266,686 23,676,650
James N. Mattis 235,050,636 2,731,237 257,263 23,676,650
Phebe N. Novakovic 227,288,158 10,530,680 220,298 23,676,650
C. Howard Nye 233,614,430 4,163,230 261,476 23,676,650
Catherine B. Reynolds 235,600,021 2,190,795 248,320 23,676,650
Laura J. Schumacher 232,317,699 5,503,260 218,177 23,676,650
Robert K. Steel 237,204,437 551,714 282,985 23,676,650
John G. Stratton 236,456,799 1,316,097 266,240 23,676,650
Peter A. Wall 235,129,671 2,644,882 264,583 23,676,650
The results of voting on Proposals 2 through 4 (as numbered in the company’s 2021 Proxy Statement) were as follows:
Proposal 2. Shareholders approved the selection of KPMG LLP as the company’s independent auditors for 2021.
For Against Abstain Broker
Non-Votes
Approval of KPMG as Independent
Auditors
257,530,760 3,932,748 252,278 —
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 2021 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
229,757,372 7,725,466 556,298 23,676,650
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Proposal 4. Shareholders rejected a shareholder proposal requesting that the board take steps necessary to amend the company’s bylaws and each appropriate governing document to give holders of 10% of the company’s outstanding common stock the power to call a special shareholder meeting.
For Against Abstain Broker
Non-Votes
Shareholder Proposal with regard
to Special Shareholders
Meetings
81,664,388 155,811,041 563,707 23,676,650
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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.
GENERAL DYNAMICS CORPORATION
by /s/ Gregory S. Gallopoulos
Gregory S. Gallopoulos
Senior Vice President, General Counsel and
Secretary
(Authorized Officer)
Dated: May 7, 2021
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Filing details
- Company
- GENERAL DYNAMICS CORP
- Ticker
- GD
- CIK
- 40533
- Form type
- 8-K
- Filing date
- May 7, 2021
- Report date
- May 7, 2021
- Document
- gd-20210507.htm
- Size
- 254 KB