UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 CORPORATION

(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 22, 2024

		Dear fellow shareholder,

		On May 1, 2024, we will hold our annual meeting of shareholders. Several important matters will be determined at the meeting, including the election of your Board of Directors. In addition to details regarding the topics up for a vote, the enclosed Proxy Statement includes a discussion of our sound corporate governance practices, our pay-for-performance approach to executive compensation, and our engagement with shareholders. Please take the opportunity to read it.

		This year’s annual meeting follows a strong year in 2023. We achieved revenue of $42.3 billion, diluted earnings per share of $12.02 and net cash provided by operating activities of $4.7 billion. We also returned $1.9 billion to shareholders via share repurchases and dividends. With a five percent increase in 2023, we now have increased our dividend twenty-six consecutive years.

		These results come as we emerge from a period of significant investment across the company that has been aimed at creating enduring value for our shareholders. In Aerospace, Gulfstream’s product development has resulted in a new fleet of business aircraft, generating significant customer demand. Capital investments in our shipyards and strategic acquisitions in Technologies have positioned the company for further growth. And in Combat, we have worked with our U.S. government customer to achieve substantial increases in artillery production capacity in response to the current threat environment — underscoring what America can do when government and industry are aligned.

		The Board of Directors has continued to carry out its important work of independent oversight. Drawing on deep experience gained from leadership roles in industry, government and the military, your Board of Directors focused its time on the most significant risks and opportunities for the company at each board meeting. In addition, the Board provides close oversight of our leadership refreshment and transition processes and receives company-wide succession planning updates at each meeting.

		On behalf of the Board of Directors, I am pleased to invite you to our 2024 Annual Meeting of Shareholders. If you are unable to attend, we encourage you to vote by proxy. We ask that you vote in accordance with the recommendations of the Board. Your vote is very important.

		Sincerely,

Phebe N. Novakovic
Chairman and Chief Executive Officer

GENERAL DYNAMICS / 2024 PROXY STATEMENT	2

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


DATE AND TIME Wednesday, May 1, 2024 9:00 a.m. Eastern Time	VIRTUAL MEETING SITE www.VirtualShareholderMeeting.com/GD2024	WHO CAN VOTE Shareholders as of March 6, 2024, are entitled to vote

Proposal		Board Recommendation		Additional Information
1	Election of Directors		“FOR” each nominee	See pages 14 through 24 for more information on the nominees
2	Advisory Vote on the Selection of Independent Auditors		“FOR”	See page 42 for details
3	Advisory Vote to Approve Executive Compensation		“FOR”	See page 44 for details
4	Shareholder Proposal — Shareholder Opportunity to Vote on Excessive Golden Parachutes		“AGAINST”	See pages 90 through 92 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 6, 2024, 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. A copy of the 2023 Annual Report accompanies this Notice and Proxy Statement and is available on the website listed below. These proxy materials are first being mailed or made available on the internet to shareholders on or about March 22, 2024. By Order of the Board of Directors, Gregory S. Gallopoulos Corporate Secretary Reston, Virginia March 22, 2024
		INTERNET Access www.ProxyVote.com and follow the instructions.

		MAIL Sign 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 April 26, 2024. Once registered, you can access the virtual meeting at www.VirtualShareholderMeeting.com/
		GD2024.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on
May 1, 2024
The Proxy Statement and 2023 Annual Report are Available at www.gd.com/2024proxy

GENERAL DYNAMICS / 2024 PROXY STATEMENT	3

PROXY SUMMARY	5
2024 Board of Director Nominees	8

ELECTION OF THE BOARD OF DIRECTORS OF THE COMPANY	14
Director Nominations	14
Director Nominees’ Skills, Knowledge and Experience	15
2024 Director Nominees	17
Director Independence	24
Board Nominees Recommended by Shareholders	24

GOVERNANCE OF THE COMPANY	25
Our Commitment to Strong Corporate Governance	25
Our Ethos	25
Board Leadership Structure	26
Board Refreshment	27
Board Committees	28
Risk Oversight	30
Board Meetings, Attendance and Executive Sessions	33
Corporate Responsibility and Sustainability	33
Shareholder Outreach and Engagement	36
Director Orientation and Continuing Education	37
Board and Committee Performance Assessments	38
Communications with the Board	38
Related Person Transactions Policy	39
Director Compensation	40
Director Stock Ownership Guidelines	41

ADVISORY VOTE ON THE SELECTION OF INDEPENDENT AUDITORS	42
Audit and Non-Audit Fees	42
Auditor Independence	43
Policy on Pre-Approval	43
Audit Committee Report	43

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	44

COMPENSATION DISCUSSION & ANALYSIS	45
Executive Summary	46
The Compensation Process	51
Components of Executive Compensation and Alignment with Company Performance	54

EXECUTIVE COMPENSATION	72
Summary Compensation	72
Equity-Based Awards	73
Option Exercises and Stock Vested	74
Outstanding Equity Awards	75
Company-Sponsored Retirement Plans	78
Nonqualified Defined-Contribution Deferred Compensation	80
Potential Payments Upon Termination or Change in Control	81
Pay Ratio Results	83
Pay Versus Performance	84
Compensation Committee Report	87

SECURITY OWNERSHIP	88
Security Ownership of Management	88
Security Ownership of Certain Beneficial Owners	89
Equity Compensation Plan Information	89

SHAREHOLDER PROPOSAL — SHAREHOLDER OPPORTUNITY TO VOTE ON EXCESSIVE GOLDEN PARACHUTES	90
Proposal and Supporting Statement	90
Statement by Your Board of Directors Against the Shareholder Proposal	91

FREQUENTLY ASKED QUESTIONS	93

OTHER IMPORTANT INFORMATION	97
Additional Shareholder Matters	97
Shareholder Proposals and Director Nominees for the 2025 Annual Meeting of Shareholders	97
2023 Annual Report on Form 10-K	97
Delivery of Documents to Shareholders Sharing an Address	97
Websites	97
Cautionary Note Regarding Forward-Looking Statements	98

APPENDIX A: USE OF NON-GAAP FINANCIAL MEASURES	99

GENERAL DYNAMICS / 2024 PROXY STATEMENT	4

Back to Contents

PROXY SUMMARY

This summary highlights selected information that is provided in more detail throughout this Proxy Statement. This summary does not contain all the information you should consider before voting. You should read the full Proxy Statement before casting your vote.

Voting Matters and Board Recommendations

At this year’s Annual Meeting, we are asking shareholders of our common stock, par value $1.00 per share (Common Stock) to vote on the following matters:

PROPOSAL 1
ELECTION OF DIRECTORS
The Board recommends a vote FOR all director nominees.	See page 14

PROPOSAL 2
ADVISORY VOTE ON THE SELECTION OF INDEPENDENT AUDITORS
The Board recommends a vote FOR this proposal.

LETTER TO OUR SHAREHOLDERS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

PROXY SUMMARY

Voting Matters and Board Recommendations

SEC Form DEF 14A filed by General Dynamics Corporation