General Dynamics (GD) Proxy filing summary

Executive summary

• Achieved record financial results in 2025: revenue up 10.1% to $52.6B, net earnings up 11.3% to $4.2B, and diluted EPS up 13.4% to $15.45. Backlog reached $118B with a book-to-bill ratio of 1.5-to-1.

• Maintained a balanced capital allocation: $2.5B invested in the business, $2.2B returned to shareholders via dividends and share repurchases.

• Engaged with shareholders representing 62% of stock on governance, compensation, and sustainability topics.

Voting matters and shareholder proposals

• Shareholders to vote on: election of 12 directors, advisory approval of independent auditors (KPMG), and advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 12 nominees, 11 of whom are independent; average tenure is 8.2 years.

• Directors bring diverse backgrounds in industry, government, finance, technology, and sustainability.

• Board committees (Audit, Compensation, Finance and Benefit Plans, Nominating and Corporate Governance, Sustainability) are fully independent.

• Lead Director provides additional independent oversight; annual self-assessments and high attendance (99.5%) at meetings.

• Strong ethics program and codes of conduct for directors and employees.