Additional Proxy Soliciting Materials (definitive) (defa14a)
April 23 2021 - 4:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY
STATEMENT
SCHEDULE 14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange
Act of 1934 (Amendment No. )
Filed by
the Registrant
Filed by
a Party other than the Registrant
Check the appropriate box
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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General Dynamics Corporation
(Name of registrant as specified
in its charter)
(Name of person(s) filing proxy
statement, if other than the registrant)
Payment of
Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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SUPPLEMENT
DATED APRIL 23, 2021
TO THE PROXY STATEMENT FOR THE
ANNUAL MEETING OF GENERAL DYNAMICS CORPORATION
TO BE HELD MAY 5, 2021
Explanatory Note
This supplement to
the Proxy Statement dated March 25, 2021 (the “Original Proxy Statement”) of General Dynamics Corporation (the “Company”)
updates the Original Proxy Statement as follows:
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Updates and replaces each statement
from the Original Proxy Statement set forth below that includes “net debt.”
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Adds a footnote to each such statement
to refer to Appendix A.
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Updates “Appendix A: Use of Non-GAAP
Financial Measures” to include the information set forth below.
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The Company’s
Original Proxy Statement inadvertently omitted: the most directly comparable GAAP metric in places where “net debt” was referenced;
footnotes referring to the reconciliation of net debt to the most directly comparable GAAP metric; and the corresponding information
in Appendix A.
References to “Net
Debt” in the Original Proxy Statement
Each of the sentences
or other references set forth below, as included on the respective pages of the Original Proxy Statement, is revised and replaced as
follows:
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Page 1: “Our total debt at the
end of 2020 was $13 billion compared with $11.9 billion at year-end 2019, while our net debt*
at the end of 2020 was $10.2 billion compared with $11 billion at year-end 2019. Although
our total debt increased by $1.1 billion, our $1.9 billion increase in cash and equivalents
resulted in a reduction to net debt* of $854 million. In addition, we increased our dividend
by 8%, marking the 23rd consecutive year of annual increases.”
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cash
and equivalents increase
$1.9 billion
offsetting
total debt increase
$1.1 billion
reduction
in net debt*
$854 million
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Page 56: “Ended 2020 with total
debt of $13 billion and cash and equivalents of $2.8 billion, compared with total debt of
$11.9 billion and cash and equivalents of $902 million at year-end 2019, to achieve an $854
million reduction in net debt*.”
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Page 59: “Ended 2020 with total
debt of $13 billion and cash and equivalents of $2.8 billion, compared with total debt of
$11.9 billion and cash and equivalents of $902 million at year-end 2019, to achieve an $854
million reduction in net debt* to approximately $10 billion at year-end.”
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* See Appendix A for a discussion of
this non-GAAP measure.
Appendix
A: Use of Non-GAAP Financial Measures
Net Debt. We
define net debt as short- and long-term debt (total debt) less cash and equivalents. We believe net debt is a useful measure for investors
because it reflects the borrowings that support our operations and capital deployment strategy. We use net debt as an important indicator
of liquidity and financial position. The following table reconciles net debt with total debt:
Year Ended December 31
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2020
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2019
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Total debt
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$
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12,998
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$
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11,930
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Less cash and equivalents
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2,824
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902
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Net debt
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$
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10,174
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$
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11,028
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