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 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<br><br>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<br><br>Non-Votes | |
|---|---|---|---|---|
| Approval of KPMG as Independent<br><br>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<br><br>Non-Votes | |
|---|---|---|---|---|
| Advisory Vote to approve<br><br>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<br><br>Non-Votes | |
|---|---|---|---|---|
| Shareholder Proposal to Require<br><br>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<br><br>Non-Votes | |
|---|---|---|---|---|
| Shareholder Proposal to Request a<br><br>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<br><br>Senior Vice President, General Counsel and<br><br>Secretary<br><br>(Authorized Officer) | ||
| Dated: May 6, 2022 |