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) February 6, 2023 (February 1, 2023)
Commission File Number 1-3671
GENERAL DYNAMICS CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 13-1673581 |
| State or other jurisdiction of incorporation or organization | | I.R.S. Employer Identification No. |
| | | | |
| 11011 Sunset Hills Road | Reston, | Virginia | | 20190 |
| | | | |
| Address of principal executive offices | | Zip code |
(703) 876-3000
Registrant’s telephone number, including area code
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))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | GD | New York Stock Exchange |
| 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. o |
| | |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On February 1, 2023, the board of directors (the “Board”) of General Dynamics Corporation (the “Company”) elected Richard Clarke as a member of the Board, effective immediately. Mr. Clarke has been appointed to the Nominating and Corporate Governance Committee of the Board. There is no arrangement or understanding between Mr. Clarke and any other person pursuant to which Mr. Clarke was elected as a director. At this time, the Company is not aware of any transactions with Mr. Clarke that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Clarke will receive the same compensation as the other non-employee directors as disclosed in the Company’s proxy statement for the 2022 annual meeting of shareholders, filed with the Securities and Exchange Commission (“SEC”) on March 24, 2022, as amended (the “2022 Proxy Statement”). As disclosed in the 2022 Proxy Statement, non-employee director compensation was amended in 2022 to include increased annual retainers, an increased equity award, and the introduction of committee membership annual retainers in lieu of meeting attendance fees, the details of which will be disclosed in the Company’s proxy statement to be filed with the SEC for the 2023 annual meeting of shareholders. A copy of the press release announcing the election of Mr. Clarke is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | |
| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: February 6, 2023 | | |
| | |
| | |
| | |
