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, 2013 (May 1, 2013)

 

 

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 1, 2013, 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		276,951,456		16,467,441		520,186		25,310,134
Nicholas D. Chabraja		290,539,410		2,863,789		535,884		25,310,134
James S. Crown		258,699,312		34,721,233		518,538		25,310,134
William P. Fricks		277,851,752		15,546,412		540,919		25,310,134
Paul G. Kaminski		276,717,733		16,665,631		555,719		25,310,134
John M. Keane		292,121,634		1,276,067		541,382		25,310,134
Lester L. Lyles		292,155,747		1,246,453		536,883		25,310,134
Phebe N. Novakovic		289,387,102		3,517,275		1,034,706		25,310,134
William A. Osborn		276,891,766		16,475,502		571,815		25,310,134
Robert Walmsley		292,123,914		1,247,719		567,450		25,310,134

The results of voting on Proposals 2 through 5 (as numbered in the company’s 2013 Proxy Statement) were as follows:

Proposal 2. Shareholders approved the selection of KPMG LLP as the company’s independent auditors for 2013.

 

		For		Against		Abstain		Broker Non- Votes
Approval of KPMG as Independent Auditors		316,350,097		2,336,432		562,688		—

 

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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 2013 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		168,803,550		124,334,027		801,506		25,310,134

Proposal 4. 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			48,804,751				198,757,143				46,377,189				25,310,134

Proposal 5. Shareholders rejected a shareholder proposal requesting that management review policies related to human rights and to report its findings by December 2013.

 

		For				Against				Abstain				Broker Non- Votes
Shareholder Proposal with regard to Human Rights Policy			96,841,250				158,678,685				38,419,148				25,310,134

 

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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, 2013

 

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