FilingIndex
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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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  -2- 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  -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, 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 -4-
Filing details
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