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GD > SEC Filings for GD > Form 8-K on 7-May-2014All Recent SEC Filings

Show all filings for GENERAL DYNAMICS CORP

Form 8-K for GENERAL DYNAMICS CORP


7-May-2014

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

The voting results for matters submitted to the company's shareholders for consideration at the Annual Meeting held on May 7, 2014, 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:

                                                                             Broker Non-
                                 For            Against         Abstain         Votes

     Mary T. Barra            288,711,504        3,876,436       614,568       21,969,543

     Nicholas D. Chabraja     290,651,053        2,231,147       320,308       21,969,543

     James S. Crown           271,084,621       21,740,420       377,467       21,969,543

     William P. Fricks        288,592,863        4,214,012       395,633       21,969,543

     Paul G. Kaminski         288,108,981        4,696,289       397,238       21,969,543

     John M. Keane            290,901,914        1,885,186       415,408       21,969,543

     Lester L. Lyles          288,340,461        4,454,883       407,164       21,969,543

     James N. Mattis          291,523,890        1,273,182       405,436       21,969,543

     Phebe N. Novakovic       289,764,972        2,743,285       694,251       21,969,543

     William A. Osborn        289,421,161        3,373,094       408,253       21,969,543

     Laura J. Schumacher      290,723,603        2,064,731       414,174       21,969,543

     Robert Walmsley          290,569,160        1,991,389       641,959       21,969,543

The results of voting on Proposals 2 through 5 (as numbered in the company's 2014 Proxy Statement) were as follows:

Proposal 2. Shareholders approved the selection of KPMG LLP as the company's independent auditors for 2014.

Broker Non- For Against Abstain Votes Approval of KPMG as Independent Auditors 313,130,621 1,714,995 326,435 -

-2-


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 2014 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

                                                                                          Broker Non-
                                              For            Against         Abstain         Votes
Advisory Vote to approve Executive
Compensation                               229,971,538       62,598,042       632,928       21,969,543

Proposal 4. Shareholders rejected a shareholder proposal requesting that the board adopt a policy that the chairman of the board be an independent director.

                                                                                          Broker Non-
                                             For             Against         Abstain         Votes
Shareholder Proposal with regard to an
Independent Board Chair                    72,064,253       220,650,200       488,055       21,969,543

Proposal 5. Shareholders rejected a shareholder proposal requesting that management prepare a report on the company's lobbying and related activities.

                                                                                           Broker Non-
                                           For             Against          Abstain           Votes
Shareholder Proposal with regard to
Lobbying Disclosure                      10,389,734       243,122,062       39,690,712       21,969,543

-3-


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