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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 8, 2018 (May 2, 2018)
 
 
 
 
 
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.)
 
 
 
2941 Fairview Park Drive, Suite 100, Falls Church, Virginia
 
22042-4513
(Address of Principal Executive Offices)
 
(Zip Code)
(703) 876-3000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report.)
 
 
 
 
 
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))
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 2, 2018, 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
 
238,078,937

 
9,433,371

 
3,196,059

 
25,827,355

Rudy F. deLeon
 
246,480,384

 
3,973,265

 
254,718

 
25,827,355

Lester L. Lyles
 
247,544,095

 
2,920,239

 
244,033

 
25,827,355

Mark M. Malcolm
 
248,875,487

 
1,581,430

 
251,450

 
25,827,355

Phebe N. Novakovic
 
246,616,749

 
3,563,606

 
528,012

 
25,827,355

C. Howard Nye
 
243,713,124

 
6,724,794

 
270,449

 
25,827,355

William A. Osborn
 
245,507,835

 
4,955,648

 
244,884

 
25,827,355

Catherine B. Reynolds
 
248,852,116

 
1,627,009

 
229,242

 
25,827,355

Laura J. Schumacher
 
246,494,350

 
3,978,415

 
235,602

 
25,827,355

Peter A. Wall
 
248,875,956

 
1,578,004

 
254,407

 
25,827,355

 
The results of voting on Proposals 2 through 4 (as numbered in the company’s 2018 Proxy Statement) were as follows:
 
Proposal 2. Shareholders approved the selection of KPMG LLP as the company’s independent auditors for 2018.
 
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Approval of KPMG as Independent
    Auditors
 
274,198,146

 
2,059,272

 
278,304

 


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 2018 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
 
171,227,037

 
78,990,264

 
491,066

 
25,827,355



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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.
 
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Shareholder Proposal with regard to
    Special Shareholder Meetings
 
102,566,754

 
147,573,342

 
568,271

 
25,827,355





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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 hereunto duly authorized.
 
 
 
 
 
 
 
GENERAL DYNAMICS CORPORATION
 
 
 
 
 
by
/s/ Gregory S. Gallopoulos
 
 
 
Gregory S. Gallopoulos
Senior Vice President, General Counsel and
Secretary
(Authorized Officer)
 
 
 
Dated: May 8, 2018
 
 
 


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