SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
(State or Other Jurisdiction
2941 Fairview Park Drive, Suite 100, Falls Church, Virginia
(Address of Principal Executive Offices)
(Registrant’s Telephone Number, Including Area Code)
(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. ¨
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.
Financial Statements and Exhibits
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
/s/ Gregory S. Gallopoulos
Gregory S. Gallopoulos
Senior Vice President, General Counsel and Secretary
Dated: March 6, 2019