| (a) | The Annual Meeting of Shareholders of the company, for which proxies were solicited pursuant to Regulation 14A under the Securi SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | (a) | The Annual Meeting of Shareholders of the company, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, was held onMay 6, 2009. |
| (b) | In an uncontested election, each of the following nominees was elected to the Board of Directors according to the following votes:
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| | | | | | | | | | For | | Against | | Abstain | | Election of Directors:
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| | | | | | | | N.D. Chabraja | | 334,975,931 | | 12,245,517 | | 1,196,610 | | J.S. Crown | | 325,022,382 | | 22,177,489 | | 1,218,187 | | W.P. Fricks | | 334,119,867 | | 13,087,050 | | 1,211,141 | | J.L. Johnson | | 336,129,602 | | 11,083,782 | | 1,204,674 | | G.A. Joulwan | | 333,705,379 | | 13,435,891 | | 1,276,788 | | P.G. Kaminski | | 336,782,898 | | 10,353,376 | | 1,281,784 | | J.M. Keane | | 338,843,392 | | 8,318,673 | | 1,255,993 | | D.J. Lucas | | 339,023,885 | | 8,138,122 | | 1,256,051 | | L.L. Lyles | | 336,639,407 | | 10,506,489 | | 1,272,162 | | J.C. Reyes | | 338,655,134 | | 8,481,440 | | 1,281,484 | | R. Walmsley | | 329,330,063 | | 17,795,739 | | 1,292,256 |
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| (c) | The results of voting on Proposals 2 through 6 (as numbered in the company’s 2009 Proxy Statement) were as follows: |
Proposal 2. Shareholders approved the General Dynamics 2009 Equity Compensation Plan.
| | | | | | | | | | | | For | | Against | | Abstain | | Broker
Non-votes | | Approval of General Dynamics 2009 Equity Compensation Plan
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| | 262,401,911 | | 55,510,423 | | 1,293,665 | | 29,209,755 | | | Proposal 3. Shareholders approved the 2009 General Dynamics United Kingdom Share Save Plan. | | | | | | | | | For | | Against | | Abstain | | Broker
Non-votes | | Approval of 2009 General Dynamics United Kingdom Share Save Plan | | 300,606,348 | | 16,729,527 | | 1,870,124 | | 29,209,755 | | | Proposal 4. Shareholders approved the selection of KPMG LLP as the company’s independent auditors for 2009. | | | | | | | | | For | | Against | | Abstain | | Broker
Non-votes | | Approval of KPMG as Independent Auditors | | 346,704,241 | | 774,400 | | 937,113 | | — | | Proposal 5. Shareholders rejected a shareholder proposal requesting that the Board of Directors provide a comprehensive report on General Dynamics’ involvement in thespace-based weapons program within six months of the annual meeting.
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| | | | | | | | | For | | Against | | Abstain | | Broker
Non-votes | | Shareholder Proposal with regard to Weapons in Space | | 9,052,553 | | 277,292,488 | | 32,863,262 | | 29,209,755 | | Proposal 6. Shareholders rejected a shareholder proposal requesting that the Board of Directors’ Compensation Committee adopt a policy against executive death benefit payments.
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| | | | | | | | | For | | Against | | Abstain | | Broker
Non-votes | | Shareholder Proposal with regard to Executive Death Benefit Payments | | 102,496,021 | | 211,809,052 | | 4,903,230 | | 29,209,755 |
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KEYWORDS:Board Elections,Classified Boards,Executive Compensation,Say on Pay,
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