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8-KThe WireRoutine

Shareholder Vote

Filed May 3, 2024 · 2y ago · Accession 0000040533-24-000017

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 3, 2024 (May 1, 2024) 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 4, as numbered in General Dynamics Corporation’s (the “Company”) 2024 Proxy Statement submitted to the Company’s shareholders for consideration at the Annual Meeting of Shareholders held on May 1, 2024, are set forth below. Proposal 1. In an uncontested election, each of the following nominees was elected to the Board of Directors (the “Board”) of the Company. For Against Abstain Broker Non-Votes Richard D. Clarke 215,990,703 3,791,425 221,488 25,088,537 Rudy F. deLeon 216,167,054 3,420,030 416,532 25,088,537 Cecil D. Haney 196,566,017 23,210,633 226,966 25,088,537 Charles W. Hooper 218,032,563 1,748,963 222,090 25,088,537 Mark M. Malcolm 218,223,542 1,356,124 423,950 25,088,537 James N. Mattis 215,257,064 4,526,611 219,941 25,088,537 Phebe N. Novakovic 211,984,672 7,814,982 203,962 25,088,537 C. Howard Nye 215,905,448 3,866,393 231,775 25,088,537 Catherine B. Reynolds 217,242,989 2,318,256 442,371 25,088,537 Laura J. Schumacher 213,559,328 6,239,124 205,164 25,088,537 Robert K. Steel 215,991,184 3,778,863 233,569 25,088,537 John G. Stratton 202,232,208 17,535,393 236,015 25,088,537 Peter A. Wall 215,007,413 4,764,647 231,556 25,088,537 Proposal 2. Shareholders approved, on an advisory basis, the selection of KPMG LLP as the Company’s independent auditor for 2024. For Against Abstain Broker Non-Votes Advisory Vote to Approve KPMG     as Independent Auditor 237,905,657 6,951,869 234,627 — Proposal 3. 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 2024 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 210,546,455 8,966,442 490,719 25,088,537 2 Proposal 4. Shareholders rejected a shareholder proposal requesting that the Board adopt a policy to seek shareholder approval of new or renewed pay packages for NEOs that provide for golden parachute payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus. For Against Abstain Broker Non-Votes Shareholder Proposal regarding a     Vote on Excessive Golden     Parachutes    7,814,766 211,571,501 617,349 25,088,537 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 3, 2024 4
Filing details
Ticker
GD
CIK
40533
Form type
8-K
Filing date
May 3, 2024
Report date
May 3, 2024
Document
gd-20240503.htm
Size
228 KB