General Dynamics 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 3, 2012 (May 2, 2012)
GENERAL DYNAMICS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
(Registrants Telephone Number, Including Area Code)
(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:
(b) (c) (e) As previously announced, on May 2, 2012, Phebe N. Novakovic was appointed as President and Chief Operating Officer of General Dynamics Corporation. In connection with the appointment and effective upon taking the position, Ms. Novakovic will receive an annual salary of $1,100,000. Ms. Novakovic also received an award of 39,500 stock options, 3,740 shares of restricted stock and 3,740 performance restricted stock units in connection with the appointment.
(e) At the Annual Meeting of shareholders held on May 2, 2012, the shareholders of the company approved the General Dynamics 2012 Equity Compensation Plan (the Plan). The Plan had been previously approved by the Board of Directors on March 7, 2012. No awards have been granted under the Plan. The named executive officers of the company, along with other eligible employees and directors, are eligible to participate in the Plan. A description of the Plan is set forth under Approval of the General Dynamics 2012 Equity Compensation Plan (Proposal 4) in the companys definitive proxy statement filed with the Securities and Exchange Commission (the Commission) on March 16, 2012, and is incorporated herein by reference. A copy of the Plan is attached as Exhibit 4.1 to the companys Form S-8 registration statement filed with the Commission on May 3, 2012.
The voting results for matters submitted to the companys shareholders for consideration at the Annual Meeting held on May 2, 2012, 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:
The results of voting on Proposals 2 through 6 (as numbered in the companys 2012 Proxy Statement) were as follows:
Proposal 2. Shareholders approved the selection of KPMG LLP as the companys independent auditors for 2012.
Proposal 3. Shareholders approved, on an advisory basis, the compensation paid to the companys named executive officers, as disclosed pursuant to Item 402 of Regulation S-K and contained in the 2012 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.
Proposal 4. Shareholders approved the General Dynamics 2012 Equity Compensation Plan.
Proposal 5. Shareholders rejected a shareholder proposal requesting management review policies related to human rights and to report its findings by December 2012.
Proposal 6. Shareholders rejected a shareholder proposal requesting that the board adopt a policy that the chairman of the board be an independent director who has not previously served as an executive officer of the company.
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, 2012