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 3, 2012 (May 2, 2012)

 

 

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))

 

 

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) (c) (e) As previously announced, on May 2, 2012, Phebe N. Novakovic was appointed as President and Chief Operating Officer of General Dynamics Corporation. In connection with the appointment and effective upon taking the position, Ms. Novakovic will receive an annual salary of $1,100,000. Ms. Novakovic also received an award of 39,500 stock options, 3,740 shares of restricted stock and 3,740 performance restricted stock units in connection with the appointment.

(e) At the Annual Meeting of shareholders held on May 2, 2012, the shareholders of the company approved the General Dynamics 2012 Equity Compensation Plan (the “Plan”). The Plan had been previously approved by the Board of Directors on March 7, 2012. No awards have been granted under the Plan. The named executive officers of the company, along with other eligible employees and directors, are eligible to participate in the Plan. A description of the Plan is set forth under “Approval of the General Dynamics 2012 Equity Compensation Plan (Proposal 4)” in the company’s definitive proxy statement filed with the Securities and Exchange Commission (the “Commission”) on March 16, 2012, and is incorporated herein by reference. A copy of the Plan is attached as Exhibit 4.1 to the company’s Form S-8 registration statement filed with the Commission on May 3, 2012.

 

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, 2012, 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			291,086,897				7,116,275				250,007				24,037,628
Nicholas D. Chabraja			294,583,339				3,657,827				212,014				24,037,628
James S. Crown			271,415,060				26,787,352				250,768				24,037,628
William P. Fricks			276,766,182				21,434,343				252,655				24,037,628
Jay L. Johnson			292,246,492				4,887,229				1,319,459				24,037,628
James L. Jones			294,762,588				2,482,851				1,207,741				24,037,628
Paul G. Kaminski			275,385,215				22,812,631				255,334				24,037,628
John M. Keane			296,882,836				1,298,441				271,903				24,037,628

 

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Lester L. Lyles			296,944,219				1,254,528				254,433				24,037,628
Phebe N. Novakovic			294,534,855				3,664,544				253,781				24,037,628
William A. Osborn			290,395,979				7,769,841				287,360				24,037,628
Robert Walmsley			296,864,670				1,318,737				269,773				24,037,628

The results of voting on Proposals 2 through 6 (as numbered in the company’s 2012 Proxy Statement) were as follows:

Proposal 2. Shareholders approved the selection of KPMG LLP as the company’s independent auditors for 2012.

 

		For				Against				Abstain				Broker Non-Votes
Approval of KPMG as Independent Auditors			319,750,161				2,510,627				230,019				—

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 2012 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

 

		For				Against				Abstain				Broker Non-Votes
Advisory Vote to approve on Executive Compensation			230,061,855				64,941,981				3,449,344				24,037,628

Proposal 4. Shareholders approved the General Dynamics 2012 Equity Compensation Plan.

 

		For				Against				Abstain				Broker Non-Votes
Approval of General Dynamics 2012 Equity Compensation Plan			246,439,847				51,582,953				430,380				24,037,628

 

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Proposal 5. Shareholders rejected a shareholder proposal requesting management review policies related to human rights and to report its findings by December 2012.

 

		For				Against				Abstain				Broker Non-Votes
Shareholder Proposal with regard to Human Rights Policy			55,905,963				205,016,656				37,530,561				24,037,628

Proposal 6. Shareholders rejected a shareholder proposal requesting that the board adopt a policy that the chairman of the board be an independent director who has not previously served as an executive officer of the company.

 

		For				Against				Abstain				Broker Non-Votes
Shareholder Proposal with regard to an Independent Board Chairman			82,775,235				215,214,004				463,940				24,037,628

 

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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.

 

Dated: May 3, 2012

 

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