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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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 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
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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
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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 6, 2022
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Filing details
- Company
- GENERAL DYNAMICS CORP
- 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