GENERAL DYNAMICS CORP
For the period ended May 6, 2026. Filed Mar 27, 2026.
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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 6, 2026 · Filed Mar 27, 2026
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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 27, 2026
Dear fellow shareholder, On May 6, 2026, we will hold our annual meeting of shareholders. Shareholders will vote both on the Board of Directors and on several other important matters. The enclosed Proxy Statement discusses the topics presented for your vote and includes an overview of our corporate governance practices, our pay-for-performance executive compensation program and our engagement with shareholders. In 2025, your company experienced another year of significant growth and continued strong demand across both its aerospace and defense portfolios. We had a record year of revenue, earnings and backlog. For the full year, revenue increased 10.1% to $52.6 billion, and net earnings increased 11.3% to $4.2 billion. Diluted earnings per share increased 13.4% over the prior year to $15.45. Backlog at year-end was $118 billion on a company-wide book-to-bill of 1.5-to-1. Throughout the year, we maintained a balanced and disciplined capital allocation strategy. We invested $2.5 billion in your company as part of our continuing multi-year investment strategy to support growth. We provided $2.2 billion in dividends and share repurchases to cover the dilution from the exercise of stock options. We will continue to invest prudently in your company to meet future demand. In 2025, we continued to engage with shareholders on topics of investor interest, including company performance, corporate governance and executive compensation. We find these conversations important and helpful as we work hard to create long-term enduring value for you. We have an experienced and seasoned board coming from industry, government and the military. Your board provides independent oversight and close management of key risks and opportunities faced by our company. Among other topics, the Board received briefings throughout the year on defense budget and acquisition matters, emerging technologies, including generative artificial intelligence, supply chain challenges and succession planning. On behalf of your Board of Directors, I am pleased to invite you to our 2026 Annual Meeting of Shareholders. Your vote is important and if you are unable to participate directly, we encourage you to vote by proxy. We ask that you vote in accordance with the recommendations of your Board. Sincerely,
Phebe N. Novakovic
Chairman and Chief Executive Officer
| GENERAL DYNAMICS / 2026 PROXY STATEMENT | 1 |
|---|
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| DATE AND TIME | VIRTUAL MEETING SITE | WHO CAN VOTE |
|---|---|---|
| Wednesday, May 6, 20269:00 a.m. Eastern Time | www.VirtualShareholderMeeting.com/GD2026 | Shareholders as of March 11, 2026, are entitled to vote |
| Proposal | Board Recommendation | Additional Information | |||
| 1 | Election of Directors | “FOR” each nominee | See pages 12 through 21 for more information on the nominees | ||
| 2 | Advisory Vote on the Selection of Independent Auditors | “FOR” | See page 38 for details | ||
| 3 | Advisory Vote to Approve Executive Compensation | “FOR” | See page 40 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 11, 2026, 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 27, 2026. By Order of the Board of Directors, Gregory S. Gallopoulos Corporate Secretary Reston, Virginia March 27, 2026 | |
| INTERNETAccess www.ProxyVote.com and follow the instructions. | |
| MAILSign 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 1, 2026. Once registered, you can access the virtual meeting at www.VirtualShareholderMeeting.com/GD2026. |
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on
May 6, 2026
The Proxy Statement and 2025 Annual Report are Available atwww.VirtualShareholderMeeting.com/GD2026
| 2 | GENERAL DYNAMICS / 2026 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.