FilingIndex
8-KThe WireRoutine

Shareholder Vote

Filed May 9, 2025 · 1y ago · Accession 0000040533-25-000017

Plain English

Material event — a significant development the company must disclose promptly.

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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 9, 2025 (May 7, 2025) 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 results of voting on Proposals 1 through 4, as numbered in General Dynamics Corporation’s (the “Company”) 2025 Proxy Statement submitted to the Company’s shareholders for consideration at the Annual Meeting of Shareholders held on May 7, 2025, are set forth below. Proposal 1. In an uncontested election, each of the following nominees was elected to the Board of Directors (the “Board”) of the Company. For Against Abstain Broker Non-Votes Richard D. Clarke 209,053,938 4,785,903 180,982 25,159,864 Rudy F. deLeon 209,233,730 4,604,153 182,940 25,159,864 Cecil D. Haney 191,192,701 22,637,808 190,314 25,159,864 Charles W. Hooper 209,095,926 4,630,591 294,306 25,159,864 Mark M. Malcolm 211,769,147 2,065,324 186,352 25,159,864 James N. Mattis 208,891,021 4,950,825 178,977 25,159,864 Phebe N. Novakovic 210,464,998 3,387,631 168,194 25,159,864 C. Howard Nye 209,622,770 4,210,339 187,714 25,159,864 Catherine B. Reynolds 210,785,217 2,990,268 245,338 25,159,864 Laura J. Schumacher 207,394,542 6,349,541 276,740 25,159,864 Robert K. Steel 210,020,456 3,805,022 195,345 25,159,864 John G. Stratton 195,527,834 18,309,146 183,843 25,159,864 Peter A. Wall 207,936,627 5,904,538 179,658 25,159,864 Proposal 2. Shareholders approved, on an advisory basis, the selection of KPMG LLP as the Company’s independent auditor for 2025. For Against Abstain Broker Non-Votes Advisory Vote to Approve KPMG     as Independent Auditor 230,861,338 8,101,599 217,750 — 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 2025 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables, accompanying footnotes and narrative discussion. For Against Abstain Broker Non-Votes Advisory Vote to Approve     Executive Compensation 205,330,847 8,253,825 436,151 25,159,864 2 Proposal 4. Shareholders rejected a shareholder proposal requesting that the Board publish a report with the results of a Human Rights Impact Assessment relating to actual and potential human rights impacts associated with the Company’s products and services. For Against Abstain Broker Non-Votes Shareholder Proposal regarding a    Human Rights Impact Assessment    11,639,352 200,213,458 2,168,013 25,159,864 3 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 Senior Vice President, General Counsel and Secretary (Authorized Officer) Dated: May 9, 2025 4
Filing details
Ticker
GD
CIK
40533
Form type
8-K
Filing date
May 9, 2025
Report date
May 9, 2025
Document
gd-20250509.htm
Size
227 KB