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) February 3, 2021 (February 3, 2021)
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 February 3, 2021, the board of directors of General Dynamics Corporation elected Robert K. Steel as a member of the board of directors, effective immediately. Mr. Steel has been appointed to the Finance and Benefit Plans Committee. There is no arrangement or understanding between Mr. Steel and any other person pursuant to which Mr. Steel was elected as a director. At this time, the company is not aware of any transactions with Mr. Steel that would require disclosure under Item 404(a) of Regulation S-K.
As a non-employee director, Mr. Steel will receive the same compensation paid to other non-employee directors of the company as disclosed under the caption “Director Compensation” in the company’s proxy statement.
A copy of the press release announcing the election of Mr. Steel is attached as Exhibit 99.1 to this Form 8-K and incorporated herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | General Dynamics press release dated February 3, 2021, announcing the election of Robert K. Steel 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 thereunto duly authorized.
| GENERAL DYNAMICS CORPORATION | ||
|---|---|---|
| by | /s/ Gregory S. Gallopoulos | |
| Gregory S. Gallopoulos<br>Senior Vice President, General Counsel and<br>Secretary<br>(Authorized Officer) | ||
| Dated: February 3, 2021 |
Document
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
February 3, 2021
General Dynamics Elects Robert K. Steel to Board of Directors
RESTON, Va. – The board of directors of General Dynamics (NYSE: GD) has elected Robert K. Steel to be a director of the corporation, effective February 3. He has been appointed to serve on the Finance and Benefit Plans Committee.
Steel, 69, is a partner at Perella Weinberg Partners, a global financial services firm. His previous positions include New York City’s deputy mayor for Economic Development, CEO and president of Wachovia Corporation and undersecretary of the U.S. Treasury for Domestic Finance. Steel spent nearly 30 years at Goldman Sachs, rising to head of its Global Equities division and vice chairman of the firm.
“Bob has a deep background in both finance and government service that will be an asset to our board,” said Phebe N. Novakovic, chairman and chief executive officer of General Dynamics. “Bob’s demonstrated commitment to sustainability will also enrich our sustainability initiatives.”
Steel is a graduate of Duke University and the University of Chicago’s Booth School of Business. He serves on several non-profit boards including as chair of the Sustainable Accounting Standards Board Foundation and as a trustee of the Economic Club of New York and the Aspen Institute.
Headquartered in Reston, Virginia, 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 $37.9 billion in revenue in 2020. More information is available at www.gd.com.