8-K
GENERAL DYNAMICS CORP (GD)
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 11, 2020 (May 6, 2020)
GENERAL DYNAMICS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 1-3671 | 13-1673581 | |||
|---|---|---|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br>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. ☐ |
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 6, 2020, 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<br><br>Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| James S. Crown | 233,099,330 | 7,956,433 | 450,145 | 23,508,482 | |||
| Rudy F. deLeon | 235,408,599 | 5,742,091 | 355,218 | 23,508,482 | |||
| Cecil D. Haney | 239,867,329 | 1,286,683 | 351,896 | 23,508,482 | |||
| Mark M. Malcolm | 239,923,268 | 1,216,000 | 366,640 | 23,508,482 | |||
| James N. Mattis | 240,633,576 | 554,240 | 318,092 | 23,508,482 | |||
| Phebe N. Novakovic | 233,085,348 | 8,099,346 | 321,214 | 23,508,482 | |||
| C. Howard Nye | 236,591,277 | 4,550,977 | 363,654 | 23,508,482 | |||
| William A. Osborn | 231,534,951 | 9,607,213 | 363,744 | 23,508,482 | |||
| Catherine B. Reynolds | 239,943,778 | 1,235,412 | 326,718 | 23,508,482 | |||
| Laura J. Schumacher | 235,461,489 | 5,719,775 | 324,644 | 23,508,482 | |||
| John G. Stratton | 240,717,198 | 415,288 | 373,422 | 23,508,482 | |||
| Peter A. Wall | 239,803,545 | 1,333,205 | 369,158 | 23,508,482 |
The results of voting on Proposals 2 through 4 (as numbered in the company’s 2020 Proxy Statement) were as follows:
Proposal 2. Shareholders approved the selection of KPMG LLP as the company’s independent auditors for 2020.
| For | Against | Abstain | Broker<br><br>Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| Approval of KPMG as Independent<br><br>Auditors | 261,531,529 | 3,134,953 | 347,908 | — |
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 2020 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.
| For | Against | Abstain | Broker<br><br>Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| Advisory Vote to approve<br><br>Executive Compensation | 197,500,930 | 43,422,497 | 582,481 | 23,508,482 |
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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 15% of the company’s outstanding common stock the power to call a special shareholder meeting.
| For | Against | Abstain | Broker<br><br>Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| Shareholder Proposal with regard<br><br>to Special Shareholders<br><br>Meetings | 96,937,388 | 143,999,044 | 569,476 | 23,508,482 |
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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 hereunto duly authorized.
| GENERAL DYNAMICS CORPORATION | ||
|---|---|---|
| by | /s/ Gregory S. Gallopoulos | |
| Gregory S. Gallopoulos<br><br>Senior Vice President, General Counsel and<br><br>Secretary<br><br>(Authorized Officer) | ||
| Dated: May 11, 2020 |