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GD General Dynamics

Filed: 7 May 21, 4:19pm

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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 7, 2021 (May 5, 2021)
Commission File Number 1-3671
GENERAL DYNAMICS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware13-1673581
State or other jurisdiction of incorporation or organizationI.R.S. Employer Identification No.
11011 Sunset Hills RoadReston,Virginia20190
Address of principal executive officesZip 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 classTrading Symbol(s)Name of each exchange on which registered
Common StockGDNew 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 5, 2021, 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:

ForAgainstAbstain
Broker
Non-Votes
James S. Crown229,652,915 7,957,685 428,536 23,676,650 
Rudy F. deLeon233,600,768 4,188,984 249,384 23,676,650 
Cecil D. Haney235,210,663 2,573,124 255,349 23,676,650 
Mark M. Malcolm234,822,119 2,950,331 266,686 23,676,650 
James N. Mattis235,050,636 2,731,237 257,263 23,676,650 
Phebe N. Novakovic227,288,158 10,530,680 220,298 23,676,650 
C. Howard Nye233,614,430 4,163,230 261,476 23,676,650 
Catherine B. Reynolds235,600,021 2,190,795 248,320 23,676,650 
Laura J. Schumacher232,317,699 5,503,260 218,177 23,676,650 
Robert K. Steel237,204,437 551,714 282,985 23,676,650 
John G. Stratton236,456,799 1,316,097 266,240 23,676,650 
Peter A. Wall235,129,671 2,644,882 264,583 23,676,650 


The results of voting on Proposals 2 through 4 (as numbered in the company’s 2021 Proxy Statement) were as follows:

Proposal 2. Shareholders approved the selection of KPMG LLP as the company’s independent auditors for 2021.
ForAgainstAbstain
Broker
Non-Votes
Approval of KPMG as Independent
    Auditors
257,530,760 3,932,748 252,278 — 

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 2021 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.
ForAgainstAbstain
Broker
Non-Votes
Advisory Vote to approve
    Executive Compensation
229,757,372 7,725,466 556,298 23,676,650 


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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 10% of the company’s outstanding common stock the power to call a special shareholder meeting.
ForAgainstAbstain
Broker
Non-Votes
Shareholder Proposal with regard
    to Special Shareholders
    Meetings
81,664,388 155,811,041 563,707 23,676,650 

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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
Senior Vice President, General Counsel and
Secretary
(Authorized Officer)
Dated: May 7, 2021

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