GENERAL DYNAMICS CORP — Proxy Solicitation & Information Statement 2020

Mar 26, 2020

DEFA14A 1 gd3668711-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐	Preliminary Proxy Statement
☐	Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☑	Definitive Additional Materials
☐	Soliciting Material Under Rule
14a-12

General Dynamics Corporation

(Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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required. |
| ☐ | Fee computed on table below per Exchange Act Rules
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 6, 2020.

GENERAL DYNAMICS CORPORATION 11011 SUNSET HILLS ROAD RESTON, VA 20190

Meeting Information
Meeting Type: Annual Meeting
For holders as of: March 9, 2020
Date: May 6, 2020 Time: 9:00 AM
Location:	3150 Fairview Park Drive
	Falls Church, VA 22042

| You are receiving this communication because you hold shares in the company named above. |
| --- |
| This is not a ballot. You cannot use this notice to vote these
shares. This communication presents only an overview of
the more complete proxy materials that are available to
you on the Internet. You may view the proxy materials
online at www.proxyvote.com or easily request a paper copy
(see reverse side). |
| We encourage you to access and review all of the important information contained in the proxy materials before voting. |

See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote — How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT ANNUAL REPORT

How to View Online: Have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: — 1)	BY INTERNET :	www.proxyvote.com
2)	BY TELEPHONE :	1-800-579-1639
3)	BY E-MAIL* :	sendmaterial@proxyvote.com

• If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 22, 2020 to facilitate timely delivery.

— How To Vote — Please Choose One of the Following Voting Methods

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com . Have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

SHAREHOLDER MEETING REGISTRATION To vote and/or attend the meeting, go to the “Register for Meeting” link at www.proxyvote.com .

Voting Items

The Board of Directors recommends you vote FOR the following proposal:

1 .
Nominees:
1a.	James S. Crown
1b.	Rudy F. deLeon
1c.	Cecil D. Haney
1d.	Mark M. Malcolm
1e.	James N. Mattis
1f.	Phebe N. Novakovic
1g.	C. Howard Nye
1h.	William A. Osborn
1i.	Catherine B. Reynolds
1j.	Laura J. Schumacher
1k.	John G.Stratton
1l.	Peter A. Wall

The Board of Directors recommends you vote FOR the following proposals:

| 2 . | Advisory Vote on the Selection of Independent
Auditors |
| --- | --- |
| 3 . | Advisory Vote to approve Executive Compensation |

The Board of Directors recommends you vote AGAINST the following proposal:

1. Shareholder Proposal to reduce the ownership threshold required to call a Special Shareholder meeting

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.