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 7, 2014 (May 7, 2014)

 

 

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 5.07

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 7, 2014, 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			288,711,504				3,876,436				614,568				21,969,543
Nicholas D. Chabraja			290,651,053				2,231,147				320,308				21,969,543
James S. Crown			271,084,621				21,740,420				377,467				21,969,543
William P. Fricks			288,592,863				4,214,012				395,633				21,969,543
Paul G. Kaminski			288,108,981				4,696,289				397,238				21,969,543
John M. Keane			290,901,914				1,885,186				415,408				21,969,543
Lester L. Lyles			288,340,461				4,454,883				407,164				21,969,543
James N. Mattis			291,523,890				1,273,182				405,436				21,969,543
Phebe N. Novakovic			289,764,972				2,743,285				694,251				21,969,543
William A. Osborn			289,421,161				3,373,094				408,253				21,969,543
Laura J. Schumacher			290,723,603				2,064,731				414,174				21,969,543
Robert Walmsley			290,569,160				1,991,389				641,959				21,969,543

The results of voting on Proposals 2 through 5 (as numbered in the company’s 2014 Proxy Statement) were as follows:

Proposal 2. Shareholders approved the selection of KPMG LLP as the company’s independent auditors for 2014.

 

		For				Against				Abstain				Broker Non- Votes
Approval of KPMG as Independent Auditors			313,130,621				1,714,995				326,435				—

 

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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 2014 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			229,971,538				62,598,042				632,928				21,969,543

Proposal 4. Shareholders rejected a shareholder proposal requesting that the board adopt a policy that the chairman of the board be an independent director.

 

		For				Against				Abstain				Broker Non- Votes
Shareholder Proposal with regard to an Independent Board Chair			72,064,253				220,650,200				488,055				21,969,543

Proposal 5. Shareholders rejected a shareholder proposal requesting that management prepare a report on the company’s lobbying and related activities.

 

		For				Against				Abstain				Broker Non- Votes
Shareholder Proposal with regard to Lobbying Disclosure			10,389,734				243,122,062				39,690,712				21,969,543

 

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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 7, 2014

 

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