General Dynamics Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of the company’s director nominees to serve one-year terms (shareholders vote FOR each nominee).

2. 2

   Advisory Vote on the Selection of Independent Auditors

   ManagementBoard: FOR

   Non-binding advisory vote to approve KPMG LLP as the company’s independent auditors for 2026.

3. 3

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Non-binding advisory (say-on-pay) vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement.

   More detail

   This non-binding advisory proposal asks shareholders to approve the company’s disclosed executive compensation (the ‘‘say-on-pay’’ vote). Management seeks approval to validate its pay-for-performance framework, which emphasizes a large portion of at-risk pay tied to annual financial metrics (EPS, FCF, operating margin and strategic/operational goals) and multi-year performance-based equity (PSUs tied to three-year ROIC with an rTSR modifier, plus options and restricted stock). The Board and Compensation Committee argue the program aligns executives’ incentives with shareholder interests by linking significant compensation to measurable financial outcomes and long-term TSR, and by imposing robust stock ownership, clawback, anti-hedging and no-single-trigger change-in-control protections. The proxy makes clear the vote is advisory and non-binding, but the Compensation Committee will consider the outcome when setting future pay. The filing provides company-specific context: strong 2025 financial results, a recent 96% say-on-pay support in 2025, and ongoing shareholder engagement that informed program features such as expanded performance-based equity. Management also emphasizes governance controls (independent committee oversight and consultant engagement) and explains why key measures were chosen to balance near-term performance and long-term investments. Opposing arguments common to say-on-pay votes—such as concerns about pay quantum, the structure of incentives, or whether realized pay reflects performance—are not the focus of management’s presentation; management instead stresses transparency, rigorous target-setting, and alignment with peer practice. In sum, the Board asks shareholders to endorse its compensation approach as reasonable and aligned with long-term shareholder value creation, while reserving the Committee’s discretion to respond to shareholder feedback if the advisory vote indicates concern.

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When is the General Dynamics Corp 2026 annual meeting?

General Dynamics Corp (GD) holds its 2026 annual shareholder meeting on Wednesday, May 6, 2026.

What is the record date for the General Dynamics Corp 2026 meeting?

The record date for the General Dynamics Corp 2026 meeting is Wednesday, March 11, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for General Dynamics Corp's 2026 meeting?

The board is presenting 12 director nominees at the General Dynamics Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the General Dynamics Corp 2026 meeting?

Shareholders will vote on 3 proposals at the General Dynamics Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.