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8-KThe WireRoutine

Shareholder Vote

Filed May 6, 2022 · 4y ago · Accession 0000040533-22-000015

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 6, 2022 (May 4, 2022) 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 4, 2022, 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 210,395,721  20,388,326  1,174,287  23,247,977  Rudy F. deLeon 229,025,549  2,606,250  326,535  23,247,977  Cecil D. Haney 226,379,658  5,245,428  333,248  23,247,977  Mark M. Malcolm 230,831,467  786,720  340,147  23,247,977  James N. Mattis 226,247,597  5,389,886  320,851  23,247,977  Phebe N. Novakovic 223,405,346  8,247,945  305,043  23,247,977  C. Howard Nye 228,954,312  2,656,403  347,619  23,247,977  Catherine B. Reynolds 230,810,001  832,902  315,431  23,247,977  Laura J. Schumacher 208,595,885  23,061,063  301,386  23,247,977  Robert K. Steel 224,967,305  6,331,063  659,966  23,247,977  John G. Stratton 218,880,713  12,732,914  344,707  23,247,977  Peter A. Wall 226,361,024  5,256,526  340,784  23,247,977  The results of voting on Proposals 2 through 5 (as numbered in the company’s 2022 Proxy Statement) were as follows: Proposal 2. Shareholders approved the selection of KPMG LLP as the company’s independent auditors for 2022. For Against Abstain Broker Non-Votes Approval of KPMG as Independent     Auditors 251,672,326  3,170,152  363,833  —  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 2022 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 220,924,580  10,045,932  987,822  23,247,977  -2- Proposal 4. Shareholders rejected a shareholder proposal requesting that the Board adopt an enduring policy, and amend the company’s governing documents as necessary in order that two separate people hold the office of Chairman and the office of Chief Executive Officer. For Against Abstain Broker Non-Votes Shareholder Proposal to Require     an Independent Board Chairman 92,133,663  139,286,754  537,917  23,247,977  Proposal 5. Shareholders rejected a shareholder proposal requesting that the Board prepare a report on the company’s human rights due diligence process relating to actual and potential human rights impacts associated with its products and services. For Against Abstain Broker Non-Votes Shareholder Proposal to Request a     Human Rights Report    56,245,440  166,623,407  9,089,487  23,247,977  -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 6, 2022 -4-
Filing details
Ticker
GD
CIK
40533
Form type
8-K
Filing date
May 6, 2022
Report date
May 6, 2022
Document
gd-20220506.htm
Size
257 KB