8-K - GD - Equibles

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 6, 2023 (February 1, 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 February 1, 2023, the board of directors (the “Board”) of General Dynamics Corporation (the “Company”) elected Richard Clarke as a member of the Board, effective immediately. Mr. Clarke has been appointed to the Nominating and Corporate Governance Committee of the Board. There is no arrangement or understanding between Mr. Clarke and any other person pursuant to which Mr. Clarke was elected as a director. At this time, the Company is not aware of any transactions with Mr. Clarke that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Clarke will receive the same compensation as the other non-employee directors as disclosed in the Company’s proxy statement for the 2022 annual meeting of shareholders, filed with the Securities and Exchange Commission (“SEC”) on March 24, 2022, as amended (the “2022 Proxy Statement”). As disclosed in the 2022 Proxy Statement, non-employee director compensation was amended in 2022 to include increased annual retainers, an increased equity award, and the introduction of committee membership annual retainers in lieu of meeting attendance fees, the details of which will be disclosed in the Company’s proxy statement to be filed with the SEC for the 2023 annual meeting of shareholders. A copy of the press release announcing the election of Mr. Clarke 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 Februarygd-202326exhibit991.htm3 , 2023,anno uncing the election of Richa rd Clarke to the b oard 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<br>Senior Vice President, General Counsel and<br>Secretary<br>(Authorized Officer)
Dated: February 6, 2023

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, 2023

General Dynamics Elects Richard Clarke to Board of Directors

RESTON, Va. – General Dynamics (NYSE: GD) announced today that its board of directors has elected Richard Clarke to be a director of the corporation. Clarke, 60, is a retired U.S. Army general who served nearly four decades leading Infantry, Ranger, and Special Operations Forces at all levels in the U.S., Europe, Iraq and Afghanistan. He retired from the military in August 2022 after serving as the commander of the United States Special Operations Command, where he led a joint force of over 75,000 military members consisting of Army Rangers, Special Forces, Navy SEALs, Air Force Commandos and Marine Raiders, with an annual operating budget over $25 billion.

“Rich’s breadth of experience leading military forces across multiple theaters of operation will help

General Dynamics continue to deliver the products and services our nation needs to deter and defeat future

threats,” said Phebe Novakovic, chairman and chief executive officer. “He is a hands-on tactician and

visionary strategist who will be a valuable addition to our board of directors.”

Clarke is a graduate of the United States Military Academy at West Point and earned a Master of Business Administration degree from Benedictine College. He is a distinguished graduate of the National War

College.

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 is available at www.gd.com.