General Dynamics (GD) investors reelect full board and back KPMG, executive pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

General Dynamics Corporation reported the results of its 2026 annual meeting of shareholders. In an uncontested election, all 12 director nominees, including Phebe N. Novakovic and Richard D. Clarke, were elected with strong majorities of votes cast, alongside substantial broker non-votes.

Shareholders approved, on an advisory basis, the selection of KPMG LLP as independent auditor for 2026, with 229,881,861 votes for and 8,152,577 against. They also approved, on an advisory basis, the executive compensation program, with 206,325,467 votes for, 4,838,656 against and 873,171 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for KPMG as auditor: 229,881,861 votes Votes against KPMG as auditor: 8,152,577 votes Votes for executive compensation: 206,325,467 votes +3 more

6 metrics

Votes for KPMG as auditor 229,881,861 votes Advisory approval of KPMG as independent auditor for 2026

Votes against KPMG as auditor 8,152,577 votes Advisory approval of KPMG as independent auditor for 2026

Votes for executive compensation 206,325,467 votes Advisory vote to approve named executive officer compensation

Votes against executive compensation 4,838,656 votes Advisory vote to approve named executive officer compensation

Example director support - Phebe N. Novakovic 206,980,293 for / 4,919,764 against Election to Board of Directors in uncontested 2026 vote

Broker non-votes on governance items 26,186,524 votes Recorded for each director and say-on-pay proposal

Key Terms

broker non-votes, advisory basis, independent auditor, named executive officers, +1 more

5 terms

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes Advisory Vote to Approve Executive Compensation"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"Shareholders approved, on an advisory basis, the selection of KPMG LLP"

independent auditor financial

"selection of KPMG LLP as the Company’s independent auditor for 2026"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

named executive officers financial

"the compensation paid to the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Compensation Discussion and Analysis financial

"including the Compensation Discussion and Analysis, compensation tables, accompanying footnotes"

Understanding 8-K Material Events →

05/11/2026 - 04:56 PM

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) May 11, 2026 (May 6, 2026)

Commission File Number 1-3671

GENERAL DYNAMICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

13-1673581

State or other jurisdiction of incorporation or organization

I.R.S. Employer Identification No.

11011 Sunset Hills Road

Reston,

Virginia

20190

Address of principal executive offices

Zip code

(703) 876-3000

Registrant’s telephone number, including area code

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	GD	New York Stock Exchange
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. o

Item 5.07 Submission of Matters to a Vote of Security Holders

The results of voting on Proposals 1 through 3, as numbered in General Dynamics Corporation’s (the “Company”) 2026 Proxy Statement submitted to the Company’s shareholders for consideration at the Annual Meeting of Shareholders held on May 6, 2026, are set forth below.

Proposal 1. In an uncontested election, each of the following nominees was elected to the Board of Directors of the Company.


	For	Against	Abstain	Broker Non-Votes
Richard D. Clarke	206,009,776	5,863,619	163,899	26,186,524
Rudy F. deLeon	207,941,805	3,931,997	163,492	26,186,524
Cecil D. Haney	192,451,792	17,358,240	2,227,262	26,186,524
Charles W. Hooper	205,962,342	5,806,776	268,176	26,186,524
Mark M. Malcolm	209,159,574	2,721,387	156,333	26,186,524
Phebe N. Novakovic	206,980,293	4,919,764	137,237	26,186,524
C. Howard Nye	208,677,904	3,192,523	166,867	26,186,524
Catherine B. Reynolds	210,070,184	1,831,313	135,797	26,186,524
Laura J. Schumacher	204,477,368	7,422,217	137,709	26,186,524
Robert K. Steel	208,222,353	3,088,902	726,039	26,186,524
John G. Stratton	210,153,203	1,727,322	156,769	26,186,524
Peter A. Wall	205,256,169	6,630,230	150,895	26,186,524

Proposal 2. Shareholders approved, on an advisory basis, the selection of KPMG LLP as the Company’s independent auditor for 2026.


	For	Against	Abstain	Broker Non-Votes
Advisory Vote to Approve KPMG as Independent Auditor	229,881,861	8,152,577	189,380	—

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 2026 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables, accompanying footnotes and narrative discussion.


	For	Against	Abstain	Broker Non-Votes
Advisory Vote to Approve Executive Compensation	206,325,467	4,838,656	873,171	26,186,524

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.



	GENERAL DYNAMICS CORPORATION

	by	/s/ Gregory S. Gallopoulos
		Gregory S. Gallopoulos Senior Vice President, General Counsel and Secretary (Authorized Officer)

Dated: May 11, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did General Dynamics (GD) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing 12 directors, approving KPMG LLP as independent auditor for 2026, and approving executive compensation on an advisory basis. All three proposals received majority shareholder support, according to the reported vote counts in the meeting results.

Were all General Dynamics (GD) director nominees elected in 2026?

Yes, all 12 director nominees were elected in an uncontested election. Each nominee, including Phebe N. Novakovic and Richard D. Clarke, received more votes “For” than “Against,” with additional broker non-votes recorded for each board candidate.

How did General Dynamics (GD) shareholders vote on KPMG as auditor?

Shareholders approved KPMG LLP as General Dynamics’ independent auditor for 2026 on an advisory basis. There were 229,881,861 votes for, 8,152,577 against, and 189,380 abstentions, with no broker non-votes reported for this auditor ratification proposal.

Did General Dynamics (GD) shareholders approve executive compensation in 2026?

Yes, shareholders approved, on an advisory basis, compensation for named executive officers as disclosed in the 2026 Proxy Statement. The vote totals were 206,325,467 for, 4,838,656 against, and 873,171 abstentions, plus 26,186,524 broker non-votes on the say-on-pay proposal.

What are broker non-votes in the General Dynamics (GD) 2026 meeting results?

Broker non-votes occur when brokers hold shares but are not instructed how to vote on certain proposals. For General Dynamics’ director and executive compensation proposals, 26,186,524 broker non-votes were recorded, while the auditor ratification proposal reported no broker non-votes.

Filing Exhibits & Attachments

4 documents