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 4, 2017 (May 3, 2017)
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 3, 2017, 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 |
|||||||||||||
| Nicholas D. Chabraja | 255,815,001 | 1,850,721 | 356,692 | 23,740,381 | ||||||||||||
| James S. Crown | 250,872,844 | 6,781,653 | 367,917 | 23,740,381 | ||||||||||||
| Rudy F. deLeon | 255,289,916 | 2,337,561 | 394,937 | 23,740,381 | ||||||||||||
| John M. Keane | 254,591,993 | 3,047,638 | 382,783 | 23,740,381 | ||||||||||||
| Lester L. Lyles | 254,726,988 | 2,924,854 | 368,572 | 23,742,381 | ||||||||||||
| Mark M. Malcolm | 257,325,421 | 292,522 | 404,471 | 23,740,381 | ||||||||||||
| Phebe N. Novakovic | 254,128,135 | 3,057,780 | 836,499 | 23,740,381 | ||||||||||||
| William A. Osborn | 255,217,911 | 2,406,386 | 398,117 | 23,740,381 | ||||||||||||
| Catherine B. Reynolds | 256,410,627 | 1,198,961 | 412,826 | 23,740,381 | ||||||||||||
| Laura J. Schumacher | 255,172,675 | 2,448,670 | 401,069 | 23,740,381 | ||||||||||||
| Peter A. Wall | 257,268,161 | 357,019 | 397,234 | 23,740,381 | ||||||||||||
The results of voting on Proposals 2 through 5 (as numbered in the company’s 2017 Proxy Statement) were as follows:
Proposal 2. Shareholders approved the selection of KPMG LLP as the company’s independent auditors for 2017.
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Approval of KPMG as Independent Auditors |
278,642,729 | 2,749,117 | 370,949 | — | ||||||||||||
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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 2017 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 |
249,190,752 | 7,263,044 | 1,568,618 | 23,740,381 | ||||||||||||
Proposal 4. Shareholders recommended, on an advisory basis, that Future Advisory Compensation Votes (as defined in the 2017 Proxy Statement) be held every year.
| Every Year |
Every Two Years |
Every Three Years |
Abstain | Broker Non-Votes |
||||||||||||||||
| Advisory Vote on Frequency of Future Advisory Compensation Votes |
215,173,681 | 402,452 | 41,929,310 | 516,971 | 23,740,381 | |||||||||||||||
The Board of Directors, consistent with the above vote, has determined to hold Future Advisory Compensation Votes every year.
Proposal 5. Shareholders approved the General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (the “Equity Compensation Plan”).
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Approval of the Equity Compensation Plan |
245,643,909 | 11,740,254 | 638,251 | 23,740,381 | ||||||||||||
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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 4, 2017
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