ThZeal - The Zeal

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

11011 Sunset Hills Road

Reston,

Virginia

20190

(Address of Principal Executive Offices)

(Zip Code)

(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

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 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 Non-Votes
Approval of KPMG as Independent 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 Non-Votes
Advisory Vote to approve Executive Compensation	197,500,930	43,422,497		582,481		23,508,482

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 Non-Votes
Shareholder Proposal with regard to Special Shareholders Meetings	96,937,388	143,999,044		569,476		23,508,482

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

/s/ Gregory S. Gallopoulos

Gregory S. Gallopoulos

Senior Vice President, General Counsel and

Secretary

(Authorized Officer)

Dated: May 11, 2020