gd-20230206

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 February 3 , 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 Senior Vice President, General Counsel and Secretary (Authorized Officer)

Dated: February 6, 2023

General Dynamics Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits