GENERAL DYNAMICS CORP
For the period ended May 7, 2025. Filed Mar 28, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2025 · Filed Mar 28, 2025
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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 §240.14a-12 |
General Dynamics Corp
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
LETTER TO OUR SHAREHOLDERS
March 28, 2025
Dear fellow shareholder,
On May 7, 2025, we will hold our annual meeting of shareholders at which shareholders will elect the Board of Directors and vote on several other important matters. The enclosed Proxy Statement discusses the topics presented for your vote and an overview of our sound corporate governance practices, our pay-for-performance approach to executive compensation and our engagement with shareholders. Please take the opportunity to read it.
Our businesses performed well in 2024. We experienced steady growth in revenue and earnings across all four segments, overcoming challenges such as supply chain disruptions, an inflationary economy and delayed certification of Gulfstream’s G700 aircraft. We achieved record-high revenue of $47.7 billion, diluted earnings per share of $13.63 and net cash provided by operating activities of $4.1 billion. We ended the year with $90.6 billion of backlog and a record $144 billion of total estimated contract value on strong orders in both Aerospace and our defense businesses.
In addition, we returned $3 billion to shareholders via share repurchases and dividends, and we increased our annual dividend in 2024 by 7.6%, marking the 27th consecutive year of annual increases.
As a result of our deliberate and thoughtful Board refreshment process, your Board comprises well-qualified business leaders, aerospace and defense industry experts, and financial and strategic advisors. Your Board of Directors draws on this deep professional experience, specialized knowledge and broad life perspectives in carrying out its important work of independent oversight.
In 2024, we also continued to engage in regular conversations with our investors to better understand shareholder perspective. During these conversations with investors, we discussed topics such as company performance, corporate governance, sustainability and executive compensation. We value this input from our shareholders and encourage you to continue to engage with us.
On behalf of the Board of Directors, I am pleased to invite you to our 2025 Annual Meeting of Shareholders. If you are unable to participate, we encourage you to vote by proxy. We ask that you vote in accordance with the recommendations of the Board. Your vote is very important.
Sincerely,
Phebe N. Novakovic
Chairman and Chief Executive Officer
| GENERAL DYNAMICS / 2025 PROXY STATEMENT | 1 |
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| DATE AND TIME Wednesday, May 7, 2025 9:00 a.m. Eastern Time | VIRTUAL MEETING SITE www.VirtualShareholderMeeting.com/GD2025 | WHO CAN VOTE Shareholders as of March 12, 2025, are entitled to vote |
|---|
| Proposal | Board Recommendation | Additional Information | ||
| 1 | Election of Directors | “FOR” each nominee | See pages 12 through 22 for more information on the nominees | |
| 2 | Advisory Vote on the Selection of Independent Auditors | “FOR” | See page 40 for details | |
| 3 | Advisory Vote to Approve Executive Compensation | “FOR” | See page 42 for details | |
| 4 | Shareholder Proposal — Human Rights Impact Assessment | “AGAINST” | See pages 92 through 93 for details | |
HOW TO VOTE
| Shareholders will also act on all other business that properly comes before the meeting, or any adjournment or postponement thereof. The Board of Directors set the close of business on March 12, 2025, as the record date for determining the shareholders entitled to receive notice of, and to vote at, the Annual Meeting. It is important that your shares be represented and voted at the meeting. Please complete, sign and return a proxy card or use the telephone or internet voting systems. The Notice of Internet Availability of Proxy Materials is first being mailed, and the proxy materials are first being mailed and made available on the internet, to shareholders on or about March 28, 2025. By Order of the Board of Directors, Gregory S. Gallopoulos Corporate Secretary Reston, Virginia March 28, 2025 | |
| INTERNET Access www.ProxyVote.com and follow the instructions. | |
| MAIL Sign and date each proxy card received and return each card using the prepaid postage envelope. | |
| TELEPHONE Call 1-800-690-6903 if you are a registered holder. If you are a beneficial holder, call the phone number listed on your voter instruction form. | |
| ATTEND THE VIRTUAL MEETING To be admitted to the virtual meeting, you must register in advance by accessing www.ProxyVote.com and following the instructions by 11:59 p.m. Eastern Time on May 2, 2025. Once registered, you can access the virtual meeting at www.VirtualShareholderMeeting.com/GD2025. |
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 7, 2025 The Proxy Statement and 2024 Annual Report are Available at www.VirtualShareholderMeeting.com/GD2025
| 2 | GENERAL DYNAMICS / 2025 PROXY STATEMENT |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.