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, 2015 (May 6, 2015)

 

 

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 6, 2015, 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			276,509,429				1,761,818				484,000				21,743,943
Nicholas D. Chabraja			276,361,922				1,936,797				456,384				21,743,943
James S. Crown			272,543,311				5,720,083				491,853				21,743,943
Rudy F. deLeon			272,859,915				2,366,364				528,968				21,743,943
William P. Fricks			275,404,653				2,844,638				505,956				21,743,943
John M. Keane			274,993,227				3,254,263				507,757				21,743,943
Lester L. Lyles			275,066,415				3,204,248				484,584				21,743,943
James N. Mattis			277,076,749				1,168,989				509,509				21,743,943
Phebe N. Novakovic			273,845,517				3,539,724				1,370,006				21,743,943
William A. Osborn			275,521,885				2,716,363				516,999				21,743,943
Laura J. Schumacher			275,587,837				2,656,767				510,603				21,743,943

The results of voting on Proposals 2 through 4 (as numbered in the company’s 2015 Proxy Statement) were as follows:

Proposal 2. Shareholders approved the selection of KPMG LLP as the company’s independent auditors for 2015.

 

		For				Against				Abstain				Broker Non- Votes
Approval of KPMG as Independent Auditors			297,843,556				2,160,525				495,109				—

 

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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 2015 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			249,807,196				27,982,375				965,676				21,743,943

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			38,895,478				239,241,065				618,704				21,743,943

 

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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, 2015

 

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