General Dynamics Reclassifies Stock

Ticker: GD · Form: 8-K · Filed: 2024-08-08T00:00:00.000Z

Sentiment: neutral

Topics: corporate-action, stock-structure

Related Tickers: GD

TL;DR

GD just reclassified its stock into Class A and B for more financial flexibility.

AI Summary

General Dynamics Corporation announced on August 7, 2024, an amendment to its Restated Certificate of Incorporation to reclassify its authorized common stock into two classes: Class A and Class B. This change, effective August 7, 2024, aims to provide the company with greater flexibility in its capital structure.

Why It Matters

This reclassification allows General Dynamics more flexibility in its capital structure, potentially impacting future financing and strategic decisions.

Risk Assessment

Risk Level: low — The filing concerns a routine corporate action related to stock structure, not a significant operational or financial event.

Key Players & Entities

FAQ

What is the primary purpose of reclassifying General Dynamics' authorized common stock?

The primary purpose is to provide the company with greater flexibility in its capital structure.

When did the amendment to the Restated Certificate of Incorporation become effective?

The amendment became effective on August 7, 2024.

What are the two new classes of common stock created by the amendment?

The authorized common stock was reclassified into Class A and Class B.

What is the filing date of this Form 8-K?

The filing date is August 8, 2024.

Under which section of the Securities Exchange Act of 1934 is this report filed?

This is a Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

From the Filing

0000040533-24-000037.txt : 20240808 0000040533-24-000037.hdr.sgml : 20240808 20240808164022 ACCESSION NUMBER: 0000040533-24-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 17 CONFORMED PERIOD OF REPORT: 20240807 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year FILED AS OF DATE: 20240808 DATE AS OF CHANGE: 20240808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL DYNAMICS CORP CENTRAL INDEX KEY: 0000040533 STANDARD INDUSTRIAL CLASSIFICATION: SHIP & BOAT BUILDING & REPAIRING [3730] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 131673581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03671 FILM NUMBER: 241189143 BUSINESS ADDRESS: STREET 1: 11011 SUNSET HILLS RD CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 703-876-3000 MAIL ADDRESS: STREET 1: 11011 SUNSET HILLS RD CITY: RESTON STATE: VA ZIP: 20190 8-K 1 gd-20240807.htm 8-K gd-20240807 0000040533 false --12-31 0000040533 2024-08-07 2024-08-07 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 8, 2024 ( August 7, 2024 ) Commission File Number 1-3671 GENERAL DYNAMICS CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-1673581 State or other jurisdiction of incorporation or organization I.R.S. Employer Identification No. 11011 Sunset Hills Road Reston, Virginia 20190 Address of principal executive offices Zip code ( 703 ) 876-3000 Registrant’s telephone number, including area code Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock GD New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 7, 2024, the Board of Directors (the “ Board ”) of General Dynamics Corporation (the “ Corporation ”) amended and restated certain portions of Article II, Sections 10 and 11, of the Corporation’s bylaws (the “ Bylaws ”), effective as of such date, in order to make revisions to certain procedural and disclosure requirements for stockholders (a) proposing business or director nominations for consideration at the Corporation’s annual or special meetings of stockholders or (b) submitting director nominations for inclusion in the Corporation’s proxy materials, including to clarify and update the scope and types of additional information the Corporation may request about proposed nominees or proxy access nominees, as applicable. The foregoing summary is qualified in its entirety by reference to the text of the Bylaws of the Corporation, fi

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