GDGeneral Dynamics
General Dynamics is a global aerospace and defense company that specializes in high-end design, engineering and manufacturing to deliver state-of-the-art solutions to our customers. 10-K, Item 1
Deals between GD and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2025-03-28 reports that the one filed 2024-03-22 did not, quoted as filed.
This proxy is more than 15 months old. No newer annual proxy statement of GD is stored, so the deals below may not be current.
New this year
2 newParagraphs about a deal, a person or a relative with nothing like them in the proxy filed 2024-03-22.
A transaction where the rates or charges are determined by competitive bid; or“2) An immediate family member of Mr. Burns, a named executive officer, is an employee of a General Dynamics subsidiary and received compensation of approximately $120,000 in each of 2023 and 2024.”
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A transaction where the rates or charges are determined by competitive bid; or“3) An immediate family member of Mr. Roualet, a former named executive officer, is an employee of a General Dynamics subsidiary and received compensation of approximately $120,000 in 2024.”
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New wording of the review policy 5 paragraphs without an amount or a name
A transaction where the rates or charges are determined by competitive bid; or“A compensatory arrangement solely related to employment with General Dynamics (or a subsidiary) that has been approved by the Compensation Committee or recommended by the Compensation Committee to the Board.”
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A transaction where the rates or charges are determined by competitive bid; or“The Nominating and Corporate Governance Committee is responsible for reviewing, approving and, where applicable, ratifying related person transactions. If a member of the committee has an interest in a related person transaction, then he or she will not be part of the review process. In addition, the committee may refer a related person transaction to the disinterested members of the Board for review and consideration of approval in accordance with the policy.”
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A transaction where the rates or charges are determined by competitive bid; or“In considering the appropriate action to be taken regarding a related person transaction, the committee or the Board will consider the best interests of General Dynamics and whether the transaction is fair to the company, is on terms that would be obtainable in an arm’s-length transaction or is pursuant to a company discount program for which the related person is eligible, serves a compelling business reason, and any other factors it deems relevant. As a condition to approving or ratifying any related person transaction, the committee or the Board may impose whatever conditions and standards it deems appropriate, including periodic monitoring of ongoing transactions.”
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A transaction where the rates or charges are determined by competitive bid; or“The following transactions with a related person were determined to pose no actual conflict of interest and were reviewed and approved by the Board pursuant to our related person transactions policy:”
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A transaction where the rates or charges are determined by competitive bid; or“1) BlackRock, Inc., a provider of a broad range of investment management and technology services to institutional and retail clients worldwide, reported beneficial ownership of more than 5% of our outstanding Common Stock as of December 31, 2024. An affiliate of BlackRock provides investment management services related to certain of the company’s benefit plans. The agreements with BlackRock were negotiated in arm’s-length transactions and the ownership of General Dynamics stock plays no role...”
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The whole section 11 paragraphs, proxy filed 2025-03-28
Related Person Transactions Policy“Our Board has adopted a written policy on the review and approval of related person transactions. Related persons covered by the policy are:”
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Related Person Transactions Policy“Any person who is known to be a beneficial owner of more than 5% of our voting securities;”
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Any immediate family member of any of the foregoing persons; or“Any entity in which any of the foregoing persons has or will have a direct or indirect material interest.”
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Any immediate family member of any of the foregoing persons; or“A related person transaction is defined by this policy as a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which General Dynamics (including any of its subsidiaries) will be a participant, the amount involved exceeds $120,000, and any related person will have a direct or indirect material interest. The following interests and transactions are not subject to the policy:”
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A transaction where the rates or charges are determined by competitive bid; or“A compensatory arrangement solely related to employment with General Dynamics (or a subsidiary) that has been approved by the Compensation Committee or recommended by the Compensation Committee to the Board.”
Read it in the proxy ↗
A transaction where the rates or charges are determined by competitive bid; or“The Nominating and Corporate Governance Committee is responsible for reviewing, approving and, where applicable, ratifying related person transactions. If a member of the committee has an interest in a related person transaction, then he or she will not be part of the review process. In addition, the committee may refer a related person transaction to the disinterested members of the Board for review and consideration of approval in accordance with the policy.”
Read it in the proxy ↗
A transaction where the rates or charges are determined by competitive bid; or“In considering the appropriate action to be taken regarding a related person transaction, the committee or the Board will consider the best interests of General Dynamics and whether the transaction is fair to the company, is on terms that would be obtainable in an arm’s-length transaction or is pursuant to a company discount program for which the related person is eligible, serves a compelling business reason, and any other factors it deems relevant. As a condition to approving or ratifying any related person transaction, the committee or the Board may impose whatever conditions and standards it deems appropriate, including periodic monitoring of ongoing transactions.”
Read it in the proxy ↗
A transaction where the rates or charges are determined by competitive bid; or“The following transactions with a related person were determined to pose no actual conflict of interest and were reviewed and approved by the Board pursuant to our related person transactions policy:”
Read it in the proxy ↗
A transaction where the rates or charges are determined by competitive bid; or“1) BlackRock, Inc., a provider of a broad range of investment management and technology services to institutional and retail clients worldwide, reported beneficial ownership of more than 5% of our outstanding Common Stock as of December 31, 2024. An affiliate of BlackRock provides investment management services related to certain of the company’s benefit plans. The agreements with BlackRock were negotiated in arm’s-length transactions and the ownership of General Dynamics stock plays no role...”
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A transaction where the rates or charges are determined by competitive bid; or“2) An immediate family member of Mr. Burns, a named executive officer, is an employee of a General Dynamics subsidiary and received compensation of approximately $120,000 in each of 2023 and 2024.”
Read it in the proxy ↗
A transaction where the rates or charges are determined by competitive bid; or“3) An immediate family member of Mr. Roualet, a former named executive officer, is an employee of a General Dynamics subsidiary and received compensation of approximately $120,000 in 2024.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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