15 unchanged sentences
The KPMG report immediately follows this report.
−Removed: Novakovic /s/ Jason W.
−Removed: Novakovic Jason W.
−Removed: Chairman and Chief Executive Officer Executive Vice President, Technologies
+Added: Novakovic /s/ Kimberly A.
+Added: Novakovic Kimberly A.
+Added: Chairman and Chief Executive Officer Senior Vice President
and Chief Financial Officer
33 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required to be set forth herein, except for the information included under Information About Our Executive Officers in Part I, is included in the sections titled “Election of the Board of Directors of the Company,” “Governance of the Company – Our Ethos,” “Audit Committee Report” and, if included, “Other Information – Delinquent Section 16(a) Reports” in our definitive proxy statement for our 2024 annual shareholders meeting (the Proxy Statement), which sections are incorporated herein by reference.
+Added: The information required to be set forth herein, except for the information included under Information About Our Executive Officers in Part I, will be included in the sections titled “Election of the Board of Directors of the Company,” “Governance of the Company – Our Ethos,” “Audit Committee Report” and, if included, “Other Information – Delinquent Section 16(a) Reports” in our definitive proxy statement for our 2025 annual shareholders meeting (the Proxy Statement), or elsewhere in the Proxy Statement, and that information is incorporated herein by reference.
EXECUTIVE COMPENSATION
−Removed: The information required to be set forth herein is included in the sections titled “Governance of the Company – Director Compensation,” “Compensation Discussion and Analysis,” “Executive
−Removed: Compensation” and “Compensation Committee Report” in our Proxy Statement, which sections are incorporated herein by reference.
+Added: The information required to be set forth herein will be included in the sections titled “Governance of the Company – Director Compensation,” “Compensation Discussion and Analysis,” “Executive
+Added: Compensation” and “Compensation Committee Report” in our Proxy Statement, or elsewhere in the Proxy Statement, and that information is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The information required to be set forth herein is included in the sections titled “Security Ownership of Management” and “Security Ownership of Certain Beneficial Owners” in our Proxy Statement, which sections are incorporated herein by reference.
−Removed: The information required to be set forth herein with respect to securities authorized for issuance under our equity compensation plans is included in the section titled “Equity Compensation Plan Information” in our Proxy Statement, which section is incorporated herein by reference.
+Added: The information required to be set forth herein will be included in the sections titled “Security Ownership of Management” and “Security Ownership of Certain Beneficial Owners” in our Proxy Statement, and that information is incorporated herein by reference.
+Added: The information required to be set forth herein with respect to securities authorized for issuance under our equity compensation plans will be included in the section titled “Equity Compensation Plan Information” in our Proxy Statement, and that information is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information required to be set forth herein is included in the sections titled “Governance of the Company – Related Person Transactions Policy” and “Election of the Board of Directors of the Company – Director Independence” in our Proxy Statement, which sections are incorporated herein by reference.
+Added: The information required to be set forth herein will be included in the sections titled “Governance of the Company – Related Person Transactions Policy” and “Election of the Board of Directors of the Company – Director Independence” in our Proxy Statement, and that information is incorporated herein by reference.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent registered public accounting firm is KPMG LLP , McLean, VA , Auditor ID:
−Removed: The information required to be set forth herein is included in the section entitled “Advisory Vote on the Selection of Independent Auditors – Audit and Non-Audit Fees” in our Proxy Statement, which section is incorporated herein by reference.
+Added: The information required to be set forth herein will be included in the section entitled “Advisory Vote on the Selection of Independent Auditors – Audit and Non-Audit Fees” in our Proxy Statement, and that information is incorporated herein by reference.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
11 unchanged sentences
3.1 Restated Certificate of Incorporation of the company (incorporated herein by reference from the company’s current report on Form 8-K, filed with the SEC on October 7, 2004)
−Removed: 3.2 Certificate of Amendment of Restated Certificate of Inc orporation of the company dated as of May 8, 2023 (inc orporated herein by reference from the company ’ s quarterly report on Form 10-Q for the period ended July 2, 2023, file d with the SEC on July 26 , 2023)
−Removed: 3.3 Amended and Restated Bylaws of General Dynamics Corporation (as amended effective October 4, 2023 ) (incorporated herein by reference from the company’s current report on Form 8-K, filed with the SEC on Oc tober 5 , 202 3 )
+Added: 3.2 Certificate of Amendment of Restated Certificate of Incorporation of the company dated as of May 8, 2023 (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended July 2, 2023, filed with the SEC on July 26, 2023)
+Added: 3.3 Amended and Restated Bylaws of General Dynamics Corporation (as amended effective Au gust 7 , 202 4 ) (incorporated herein by reference from the company’s current report on Form 8-K, filed with the SEC on August 8 , 202 4 )
4.1 Indenture dated as of August 27, 2001, among the company, the Guarantors (as defined therein) and The Bank of New York, as Trustee (incorporated herein by reference from the company’s annual report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 12, 2018)
7 unchanged sentences
4.9 Third Supplemental Indenture dated as of May 10, 2021, among General Dynamics Corporation, the Guarantors named therein and The Bank of New York Mellon, as Trustee (includes forms of 1.150% Notes due 2026, 2.250% Notes due 2031 and 2.850% Notes due 2041) (incorporated herein by reference from the company’s current report on Form 8-K, filed with the SEC on May 10, 2021)
−Removed: 4.10 Description of General Dynamics Corporation’s Securities Registered Pursuant to Section 12 of the Exchange Act ( incorporated herein by reference from the company ’ s annual report on Form 10-K for the year ended December 31, 2022, filed wit h the SEC on February 7, 2023)
+Added: 4.10 Description of General Dynamics Corporation’s Securities Registered Pursuant to Section 12 of the Exchange Act (incorporated herein by reference from the company’s annual report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 7, 2023)
10.1* General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (incorporated herein by reference from the company’s registration statement on Form S-8 (No.
12 unchanged sentences
10.13* Form of Performance Stock Unit Award Agreement pursuant to the General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (for grants to executive officers beginning March 8, 2023, and including, as indicated therein, provisions for certain executive officers who are subject to the company’s Compensation Recoupment Policy) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended April 2, 2023, filed with the SEC on April 26, 2023)
−Removed: 10.14* Successor Retirement Plan for Directors (incorporated herein by reference from the company’s annual report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 29, 2002)
+Added: 10.14* Form of Non-Statutory Stock Option Award Agreement pursuant to the General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (for grants to executive officers beginning March 6, 2024, and including, as indicated therein, provisions for certain executive officers who are subject to the company’s Compensation Recoupment Policy) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended March 31, 2024, filed with the SEC on April 24, 2024)
+Added: 10.15* Form of Restricted Stock Award Agreement pursuant to the General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (for grants to executive officers beginning March 6, 2024, and including, as indicated therein, provisions for certain executive officers who are subject to the company’s Compensation Recoupment Policy) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended March 31, 2024, filed with the SEC on April 24, 2024)
+Added: 10.16* Form of Performance Stock Unit Award Agreement pursuant to the General Dynamics Corporation Amended and Restated 2012 Equity Compensation Plan (for grants to executive officers beginning March 6, 2024, and including, as indicated therein, provisions for certain executive officers who are subject to the company’s Compensation Recoupment Policy) (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended March 31, 2024, filed with the SEC on April 24, 2024)
+Added: 10.17* Consulting Agreement between Mark C.
+Added: Roualet and General Dynamics Corporation, effective as of May 1, 2024 (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended June 30, 2024, filed with the SEC on July 24, 2024) ##
+Added: 10.18* Extension to Consulting Agreement between Mark C.
+Added: Roualet and General Dynamics Corporation, effective as of December 12, 2024 **##
10.19* General Dynamics Corporation Supplemental Savings Plan, amended and restated effective October 1, 2021 (incorporated herein by reference from the company’s quarterly report on Form 10-Q for the period ended October 3, 2021, filed with the SEC on October 27, 2021)
5 unchanged sentences
10.25* Amendment to the General Dynamics Corporation Supplemental Retirement Plan, effective December 20, 2019 (incorporated herein by reference from the company’s annual report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 9, 2021)
+Added: 19 General Dy n a mics I nsider Trading Compliance Policies and Procedures **
21 Subsidiaries **
−Removed: 22 Subsidiary Guarantors ( incorporated herein by reference from the company ’ s quarterly report on Form 10-Q for the period ended October 1, 2023, filed with the SEC on October 25, 2023)
+Added: 22 Subsidiary Guarantors **
23 Consent of Independent Registered Public Accounting Firm **
6 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
−Removed: 97 General Dynamics Compensation Recoupment Policy, effective December 1, 2023 **
+Added: 97 General Dynamics Compensation Recoupment Policy, effective December 1, 2023 (incorporated herein by reference from the company’s annual report on Form 10-K for the year ended December 31, 202 3 , filed with the SEC on February 8 , 202 4 )
Inline eXtensible Business Reporting Language (XBRL) Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
7 unchanged sentences
** Filed or furnished electronically herewith.
+Added: ## Certain portions of this exhibit have been omitted by means of marking such portions with brackets and asterisks because the Registrant has determined that the information is not material and is the type that the Registrant treats as private or confidential.
+Added: The Registrant agrees to provide on a supplemental basis an unredacted copy of this exhibit to the SEC or its staff upon its request.
In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, copies of certain instruments defining the rights of holders of long-term debt of the company are not filed herewith.
9 unchanged sentences
Novakovic (Principal Executive Officer)
−Removed: Aiken Executive Vice President, Technologies and Chief Financial Officer
−Removed: Aiken (Principal Financial Officer)
+Added: /s/ Kimberly A.
+Added: Kuryea Senior Vice President and Chief Financial Officer
+Added: Kuryea (Principal Financial Officer)
/s/ William A.
14 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.