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 6, 2016 (May 4, 2016)

 

 

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))

 

 

 

---

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 4, 2016, 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
Mary T. Barra			260,685,091				3,421,739				239,265				21,132,194
Nicholas D. Chabraja			261,587,801				2,531,766				226,528				21,132,194
James S. Crown			257,636,822				5,555,168				1,154,105				21,132,194
Rudy F. deLeon			260,774,775				3,292,718				278,602				21,132,194
William P. Fricks			259,775,687				4,310,512				259,896				21,132,194
John M. Keane			261,818,996				2,254,777				272,322				21,132,194
Lester L. Lyles			260,889,578				2,304,267				1,152,250				21,132,194
Mark M. Malcolm			263,673,474				391,348				281,273				21,132,194
James N. Mattis			261,797,812				1,378,272				1,170,011				21,132,194
Phebe N. Novakovic			260,341,408				2,773,762				1,230,925				21,132,194
William A. Osborn			260,728,242				3,320,750				297,103				21,132,194
Laura J. Schumacher			259,868,632				3,313,126				1,164,337				21,132,194

The results of voting on Proposals 2 through 5 (as numbered in the company’s 2016 Proxy Statement) were as follows:

Proposal 2. Shareholders approved the selection of KPMG LLP as the company’s independent auditors for 2016.

 

		For				Against				Abstain				Broker Non- Votes
Approval of KPMG as Independent Auditors			283,807,428				1,478,505				192,356				—

 

-2-

---

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 2016 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			239,561,553				23,995,713				788,829				21,132,194

Proposal 4. Shareholders approved the General Dynamics Corporation Executive Annual Incentive Plan (the “Annual Incentive Plan”).

 

		For				Against				Abstain				Broker Non- Votes
Approval of the Annual Incentive Plan			240,639,797				22,968,027				738,271				21,132,194

Proposal 5. Shareholders rejected a shareholder proposal requesting that the board adopt a general payout policy that gives preference to share repurchases.

 

		For				Against				Abstain				Broker Non- Votes
Shareholder Proposal to adopt a General Payout Policy			1,542,104				261,611,361				1,192,630				21,132,194

 

-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 hereunto duly authorized.

 

Dated: May 6, 2016

 

-4-