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    General Dynamics Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/9/25 4:13:29 PM ET
    $GD
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    gd-20250509
    0000040533false00000405332025-05-092025-05-09

    8K - Logo.gif
    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 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 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.

    ForAgainstAbstain
    Broker
    Non-Votes
    Richard D. Clarke209,053,9384,785,903180,98225,159,864
    Rudy F. deLeon209,233,7304,604,153182,94025,159,864
    Cecil D. Haney191,192,70122,637,808190,31425,159,864
    Charles W. Hooper209,095,9264,630,591294,30625,159,864
    Mark M. Malcolm211,769,1472,065,324186,35225,159,864
    James N. Mattis208,891,0214,950,825178,97725,159,864
    Phebe N. Novakovic210,464,9983,387,631168,19425,159,864
    C. Howard Nye209,622,7704,210,339187,71425,159,864
    Catherine B. Reynolds210,785,2172,990,268245,33825,159,864
    Laura J. Schumacher207,394,5426,349,541276,74025,159,864
    Robert K. Steel210,020,4563,805,022195,34525,159,864
    John G. Stratton195,527,83418,309,146183,84325,159,864
    Peter A. Wall207,936,6275,904,538179,65825,159,864



    Proposal 2. Shareholders approved, on an advisory basis, the selection of KPMG LLP as the Company’s independent auditor for 2025.

    ForAgainstAbstain
    Broker
    Non-Votes
    Advisory Vote to Approve KPMG
        as Independent Auditor
    230,861,3388,101,599217,750—



    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.

    ForAgainstAbstain
    Broker
    Non-Votes
    Advisory Vote to Approve
        Executive Compensation
    205,330,8478,253,825436,15125,159,864


    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.

    ForAgainstAbstain
    Broker
    Non-Votes
    Shareholder Proposal regarding a
       Human Rights Impact Assessment
      
    11,639,352200,213,4582,168,01325,159,864

    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

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