Shareholder Vote

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 5, 2023 (May 3, 2023) 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 results of voting on Proposals 1 through 7 (as numbered in the company’s 2023 Proxy Statement) submitted to the company’s shareholders for consideration at the Annual Meeting of Shareholders held on May 3, 2023, are set forth below. Proposal 1. In an uncontested election, each of the following nominees was elected to the Board of Directors (the “Board”), according to the following votes: For Against Abstain Broker Non-Votes Richard D. Clarke 227,427,081 1,357,956 207,861 23,308,928 James S. Crown 213,873,226 14,916,287 203,385 23,308,928 Rudy F. deLeon 225,826,507 2,955,766 210,625 23,308,928 Cecil D. Haney 211,299,068 17,491,329 202,501 23,308,928 Mark M. Malcolm 227,604,147 1,173,936 214,815 23,308,928 James N. Mattis 224,894,752 3,895,372 202,774 23,308,928 Phebe N. Novakovic 219,631,423 9,151,050 210,425 23,308,928 C. Howard Nye 225,564,757 3,213,204 214,937 23,308,928 Catherine B. Reynolds 227,549,487 1,229,447 213,964 23,308,928 Laura J. Schumacher 222,776,683 5,996,061 220,154 23,308,928 Robert K. Steel 225,018,095 3,754,778 220,025 23,308,928 John G. Stratton 178,627,776 50,140,051 225,071 23,308,928 Peter A. Wall 225,032,298 3,742,821 217,779 23,308,928 Proposal 2. Shareholders approved the amendment to the company’s Delaware charter to limit the liability of officers as permitted by law. For Against Abstain Broker Non-Votes Approval of Amendment to     Delaware Charter to Limit     Liability of Officers as Permitted     by Law 205,866,015 22,778,837 348,046 23,308,928 Proposal 3. Shareholders approved, on an advisory basis, the selection of KPMG LLP as the company’s independent auditor for 2023. For Against Abstain Broker Non-Votes Advisory Vote to Approve KPMG     as Independent Auditor 248,041,089 4,020,972 239,765 — -2- Proposal 4. Shareholders approved, on an advisory basis, the compensation paid to the company’s named executive officers (“NEOs”), as disclosed pursuant to Item 402 of Regulation S-K and contained in the 2023 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables, accompanying footnotes and narrative discussion. For Against Abstain Broker Non-Votes Advisory Vote to Approve     Executive Compensation 220,202,167 8,344,257 446,474 23,308,928 Proposal 5. Shareholders recommended, on an advisory basis, that Future Advisory Compensation Votes (as defined in the 2023 Proxy Statement) be held every year. Every Year Every Two Years Every Three Years Abstain Broker Non-Votes Advisory Vote on Frequency of Future     Advisory Compensation Votes 201,161,873 317,266 27,203,055 310,704 23,308,928 In accordance with our shareholders’ recommendation to hold Future Advisory Compensation Votes every year, as well as our Board’s policy to hold advisory votes to approve the compensation paid to the company’s NEOs on an annual basis, the company has determined that it is in the best interests of the company and its shareholders to hold an advisory vote to approve executive compensation every year. Proposal 6. Shareholders rejected a shareholder proposal requesting that the Board publish a report with the results of a Human Rights Impact Assessment relating to actual and potential human rights impacts associated with the company’s products and services. For Against Abstain Broker Non-Votes Shareholder Proposal to Request a     Human Rights Impact Assessment    57,073,745 170,298,302 1,620,851 23,308,928 Proposal 7. 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    90,331,933 138,300,426 360,539 23,308,928 -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 5, 2023 -4-