Current Report Filing (8-k)

Date : 05/02/2019 @ 8:06PM
Source : Edgar (US Regulatory)
Stock : General Dynamics Corp. (GD)
Quote : 178.9  0.0 (0.00%) @ 12:00PM

Current Report Filing (8-k)



 
 
 
 
 
GDLOGO-201900502.GIF
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 2, 2019 (May 1, 2019)
 
 
 
 
 
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. ¨
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol
Name of each exchange on which registered
Common
GD
New York Stock Exchange
 
 
 
 




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 1, 2019, 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
James S. Crown
 
235,937,219

 
8,922,750

 
1,644,636

 
25,507,639

Rudy F. deLeon
 
244,712,170

 
1,546,643

 
245,792

 
25,507,639

Cecil D. Haney
 
245,933,528

 
296,169

 
274,908

 
25,507,639

Lester L. Lyles
 
242,891,618

 
3,353,361

 
259,626

 
25,507,639

Mark M. Malcolm
 
245,721,570

 
508,332

 
274,703

 
25,507,639

Phebe N. Novakovic
 
243,412,897

 
2,861,870

 
229,838

 
25,507,639

C. Howard Nye
 
244,996,906

 
1,248,794

 
258,905

 
25,507,639

William A. Osborn
 
243,443,859

 
2,780,422

 
280,324

 
25,507,639

Catherine B. Reynolds
 
245,705,425

 
542,617

 
256,563

 
25,507,639

Laura J. Schumacher
 
244,274,726

 
1,989,287

 
240,592

 
25,507,639

Peter A. Wall
 
245,530,422

 
710,618

 
263,565

 
25,507,639

 
The results of voting on Proposals 2 through 5 (as numbered in the company’s 2019 Proxy Statement) were as follows:
 
Proposal 2. Shareholders approved the selection of KPMG LLP as the company’s independent auditors for 2019.
 
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Approval of KPMG as Independent
    Auditors
 
270,126,340

 
1,579,471

 
306,433

 


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 2019 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
 
237,037,536

 
8,986,855

 
480,214

 
25,507,639



- 2 -




Proposal 4. Shareholders approved the General Dynamics United Kingdom Share Save Plan.
 
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Approval of the General Dynamics
    United Kingdom Share Save Plan
 
241,438,409

 
4,635,383

 
430,813

 
25,507,639


Proposal 5. Shareholders rejected a shareholder proposal to require that the chairman of the Board of Directors be an independent director.
 
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Shareholder Proposal Regarding an
    Independent Board Chairman
 
57,626,233

 
188,369,113

 
509,259

 
25,507,639




- 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.
 
 
 
 
 
 
 
GENERAL DYNAMICS CORPORATION
 
 
 
 
 
by
/s/ Gregory S. Gallopoulos
 
 
 
Gregory S. Gallopoulos
Senior Vice President, General Counsel and
Secretary
(Authorized Officer)
 
 
 
Dated: May 2, 2019
 
 
 


- 4 -

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