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 10, 2011 (May 4, 2011)

 

 

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 Annual Meeting of Shareholders of the company, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, was held on May 4, 2011.

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			312,902,792				820,533				1,038,898				25,141,522
Nicholas D. Chabraja			311,512,220				2,284,590				965,413				25,141,522
James S. Crown			291,528,491				22,138,029				1,095,703				25,141,522
William P. Fricks			306,769,394				6,972,581				1,020,248				25,141,522
Jay L. Johnson			311,179,445				2,592,760				990,018				25,141,522
George A. Joulwan			304,807,740				8,932,815				1,021,668				25,141,522
Paul G. Kaminski			304,891,116				8,865,227				1,005,881				25,141,522
John M. Keane			313,206,755				538,843				1,016,625				25,141,522
Lester L. Lyles			311,270,696				2,453,422				1,038,105				25,141,522
William A. Osborn			313,042,701				688,938				1,030,584				25,141,522
Robert Walmsley			313,164,052				582,671				1,015,500				25,141,522

The results of voting on Proposals 2 through 6 (as numbered in the company’s 2011 Proxy Statement) were as follows:

Proposal 2. Shareholders approved the selection of KPMG LLP as the company’s independent auditors for 2011.

 

		For				Against				Abstain				Broker Non- Votes
Approval of KPMG as Independent Auditors			335,856,670				3,060,941				986,134				—

 

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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 2011 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

 

		For				Against				Abstain				Broker Non- Votes
Advisory Vote on Executive Compensation			269,993,922				40,627,624				4,140,677				25,141,522

Proposal 4. Shareholders recommended, on an advisory basis, that Future Advisory Compensation Votes (as defined in the 2011 Proxy Statement) be held every year.

 

		Every Year				Every Two Years				Every Three Years				Abstain				Broker Non-votes
Advisory Vote on Frequency of Future Advisory Compensation Votes			180,256,473				1,315,664				132,705,042				485,045				25,141,522

The Board of Directors intends, consistent with the above vote, to hold Future Advisory Compensation Votes every year.

Proposal 5. Shareholders rejected a shareholder proposal requesting management review policies related to human rights and to report its findings by December 2011.

 

		For				Against				Abstain				Broker Non- Votes
Shareholder Proposal with regard to Human Rights Policy			55,268,952				216,465,262				43,028,009				25,141,522

 

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Proposal 6. Shareholders rejected a shareholder proposal requesting that the board take the steps necessary to amend the company’s bylaws and each appropriate governing document to give holders of 10% of the company’s outstanding common stock the power to call a special shareholder meeting.

 

		For				Against				Abstain				Broker Non- Votes
Shareholder Proposal with regard to Special Shareholder Meetings			121,536,311				191,987,702				1,238,210				25,141,522

 

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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 10, 2011

 

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