gd-20230608

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) June 8, 2023 (June 7, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of

Certain Officers; Compensatory Arrangements of Certain Officers.

On June 7, 2023, the board of directors (the “Board”) of General Dynamics Corporation (the “Company”) elected Charles W. Hooper as a member of the Board, effective immediately. There is no arrangement or understanding between Mr. Hooper and any other person pursuant to which Mr. Hooper was elected as a director. At this time, the Company is not aware of any transactions that would require disclosure under Item 404(a) of Regulation S-K. Mr. Hooper has not yet been appointed to any committees of the Board.

Mr. Hooper will receive the same compensation as the other non-employee directors as disclosed in the Company’s proxy statement for the 2023 annual meeting of shareholders, filed with the Securities and Exchange Commission on March 24, 2023. A copy of the press release announcing the election of Mr. Hooper is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


99.1			General Dynamics press release, dated June 7, 2023, announcing the election of Charles W. Hooper to the board of directors
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 Senior Vice President, General Counsel and Secretary (Authorized Officer)

Dated: June 8, 2023

Exhibit 99.1


11011 Sunset Hills Road
Reston, Virginia 20190						News
www.gd.com

Contact: Jeff A. Davis

Tel: 703 876 3483

press@generaldynamics.com

June 7, 2023

General Dynamics Elects Charles W. Hooper to Board of Directors


RESTON, Va. – The board of directors of General Dynamics (NYSE: GD) elected Charles W. “Hoop” Hooper to be a director of the corporation, effective today. Hooper, age 65, is a retired U.S. Army Lieutenant General who previously served as Director of the Defense Security Cooperation Agency, where he oversaw the execution of U.S. policy on sales of defense articles and services to foreign governments. His prior military assignments include U.S. Defense Attaché to Egypt, U.S. Defense Attaché to China, Director of Strategy, Plans and Programs at U.S. Africa Command, Deputy Director of Strategic Planning and Policy at U.S. Indo-Pacific Command, and Senior Director for China, Taiwan and Mongolia Policy in the Office of the Secretary of Defense. He retired from the Army in 2020 after 41 years of service.

Hooper serves as a Senior Counselor for the Cohen Group and is affiliated with the National Bureau of Asian Research, the Atlantic Council and the Council on Foreign Relations. He is also a Senior Fellow at the Belfer Center for Science and International Affairs at Harvard University’s John F. Kennedy School of Government and serves on the board of directors for UL Solutions as well as the board of trustees for the National WWII Museum in New Orleans.

“General Hooper’s wealth of experience will help us continue to meet our customers’ needs, both in the U.S. and with our U.S. allies,” said Phebe Novakovic, chairman and chief executive officer. “His leadership and strategic thinking will be valuable additions to our board of directors.”

Hooper is a graduate of the U.S. Military Academy at West Point and holds master’s degrees from the Army War College and Harvard University’s John F. Kennedy School of Government.

General Dynamics is a global aerospace and defense company that offers a broad portfolio of products and services in business aviation; ship construction and repair; land combat vehicles, weapons systems and munitions; and technology products and services. General Dynamics employs more than 100,000 people worldwide and generated $39.4 billion in revenue in 2022. More information about General Dynamics is available at www.gd.com.

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