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GENERAL DYNAMICS CORP Board/Management Information 2019

Mar 6, 2019

29892_rns_2019-03-06_533cd16c-fa46-4933-852e-9a43b485a8b9.zip

Board/Management Information

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8-K 1 gd-201903068k.htm 8-K html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk 1 Copyright 2019 Workiva Document

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) March 6, 2019 (March 6, 2019)

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))
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. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On March 6, 2019, the board of directors of General Dynamics Corporation elected Cecil D. Haney as a member of the board of directors, effective immediately. Mr. Haney has not yet been appointed to serve on any board committees. There is no arrangement or understanding between Mr. Haney and any other person pursuant to which Mr. Haney was elected as a director. The company is not aware of any transactions with Mr. Haney that would require disclosure under Item 404(a) of Regulation S-K.

As a non-employee director, Mr. Haney will receive the same compensation paid to other non-employee directors of the company as disclosed under the caption “Director Compensation” in the company’s proxy statement.

A copy of the press release announcing the election of Mr. Haney is attached as Exhibit 99.1 to this

Form 8-K and incorporated herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 General Dynamics press release dated March 6, 2019, announcing the election of Cecil D. Haney to the board of directors.

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 thereunto duly authorized.

by /s/ Gregory S. Gallopoulos
Gregory S. Gallopoulos Senior Vice President, General Counsel and Secretary (Authorized Officer)
Dated: March 6, 2019