GENERAL DYNAMICS CORPORATION Item 5.07 Submission of Matters to a Vote of Security Holders
The results of voting on Proposals 1 through 7 (as numbered in the company's 2023 Proxy Statement) submitted to the company's shareholders for consideration at the Annual Meeting of Shareholders held onMay 3, 2023 , are set forth below. Proposal 1. In an uncontested election, each of the following nominees was elected to the Board of Directors (the "Board"), according to the following votes: Broker For Against Abstain Non-Votes Richard D. Clarke 227,427,081 1,357,956 207,861 23,308,928 James S. Crown 213,873,226 14,916,287 203,385 23,308,928 Rudy F. deLeon 225,826,507 2,955,766 210,625 23,308,928 Cecil D. Haney 211,299,068 17,491,329 202,501 23,308,928 Mark M. Malcolm 227,604,147 1,173,936 214,815 23,308,928 James N. Mattis 224,894,752 3,895,372 202,774 23,308,928 Phebe N. Novakovic 219,631,423 9,151,050 210,425 23,308,928 C. Howard Nye 225,564,757 3,213,204 214,937 23,308,928 Catherine B. Reynolds 227,549,487 1,229,447 213,964 23,308,928 Laura J. Schumacher 222,776,683 5,996,061 220,154 23,308,928 Robert K. Steel 225,018,095 3,754,778 220,025 23,308,928 John G. Stratton 178,627,776 50,140,051 225,071 23,308,928 Peter A. Wall 225,032,298 3,742,821 217,779 23,308,928
Proposal 2. Shareholders approved the amendment to the company's
Broker
For Against Abstain Non-Votes
Approval of Amendment to
Delaware Charter to Limit
Liability of Officers as 205,866,015 22,778,837 348,046 23,308,928
Permitted
by Law
Proposal 3. Shareholders approved, on an advisory basis, the selection of
Broker
For Against Abstain Non-Votes
Advisory Vote to Approve KPMG 248,041,089 4,020,972 239,765 -
as Independent Auditor
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Proposal 4. Shareholders approved, on an advisory basis, the compensation paid
to the company's named executive officers ("NEOs"), as disclosed pursuant to
Item 402 of Regulation S-K and contained in the 2023 Proxy Statement, including
the Compensation Discussion and Analysis, compensation tables, accompanying
footnotes and narrative discussion.
Broker
For Against Abstain Non-Votes
Advisory Vote to Approve 220,202,167 8,344,257 446,474 23,308,928
Executive Compensation
Proposal 5. Shareholders recommended, on an advisory basis, that Future Advisory
Compensation Votes (as defined in the 2023 Proxy Statement) be held every year.
Every Every Every Broker
Year Two Years Three Years Abstain Non-Votes
Advisory Vote on Frequency of
Future 201,161,873 317,266 27,203,055 310,704 23,308,928
Advisory Compensation Votes
In accordance with our shareholders' recommendation to hold Future Advisory Compensation Votes every year, as well as our Board's policy to hold advisory votes to approve the compensation paid to the company's NEOs on an annual basis, the company has determined that it is in the best interests of the company and its shareholders to hold an advisory vote to approve executive compensation every year.
Proposal 6. Shareholders rejected a shareholder proposal requesting that the Board publish a report with the results of a Human Rights Impact Assessment relating to actual and potential human rights impacts associated with the company's products and services.
Broker
For Against Abstain Non-Votes
Shareholder Proposal to Request
a 57,073,745 170,298,302 1,620,851 23,308,928
Human Rights Impact Assessment
Proposal 7. Shareholders rejected a shareholder proposal requesting that the
Board adopt an enduring policy, and amend the company's governing documents as
necessary in order that two separate people hold the office of Chairman and the
office of Chief Executive Officer.
Broker
For Against Abstain Non-Votes
Shareholder Proposal to Require an
Independent Board Chairman 90,331,933 138,300,426 360,539 23,308,928
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