Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On June 2, 2021, the Board of Directors (the "Board") of General Dynamics
Corporation (the "Corporation") amended and restated the Corporation's bylaws to
add an exclusive forum provision as new Article XII. Under new Article XII,
unless the Corporation consents in writing to the selection of an alternative
forum: (i) any derivative action or proceeding brought on behalf of the
Corporation; (ii) any action asserting a claim of breach of a fiduciary duty
owed by any current or former director, officer, other employee or stockholder
of the Corporation to the Corporation or the Corporation's stockholders; (iii)
any action asserting a claim arising pursuant to any provision of the General
Corporation Law of the State of Delaware, the Certificate of Incorporation or
the Bylaws, or as to which the General Corporation Law of the State of Delaware
confers jurisdiction on the Court of Chancery of the State of Delaware; or (iv)
any action asserting a claim governed by the internal affairs doctrine of the
State of Delaware, shall, to the fullest extent permitted by law, be exclusively
brought in the Court of Chancery of the State of Delaware or, if the Court of
Chancery of the State of Delaware does not have subject matter jurisdiction
thereof, the federal district court for the District of Delaware. In addition,
under new Article XII, unless the Corporation consents in writing to the
selection of an alternative forum, the federal district courts of the United
States of America shall be the sole and exclusive forum for the resolution of
any complaint asserting a cause of action arising under the Securities Act of
1933, as amended.
The amendments also provide that the registered office and registered agent of
the Corporation shall be as stated in the Certificate of Incorporation of the
Corporation; articulate the Board's authority to postpone, reschedule or cancel
a meeting of stockholders that had previously been scheduled by the Board;
provide that the number of nominees that a stockholder seeking to nominate
persons for election to the Board under the advance notice provision may not
exceed the number of directors to be elected at the meeting; clarify that the
voting standard for all matters submitted to the stockholders is the affirmative
vote of the holders of a majority in voting power of the shares present in
person or by proxy and entitled to vote on the matter unless a different or
minimum vote is required by the Certificate of Incorporation of the Corporation,
the Bylaws, the rules and regulations of any stock exchange applicable to the
Corporation, or any law or regulation applicable to the Corporation or its
securities, in which case such different or minimum vote shall be the applicable
vote on the matter; expand the manner in which two or more funds may qualify as
one stockholder for purposes of the proxy access provision; provide that
whenever stockholders are required to deliver a document or information to the
Corporation under the advance notice provision or the proxy access provision
(other than a notice provided under Section 14a-8 of the Securities Exchange Act
of 1934, as amended) such document or information shall be in writing
exclusively and shall be delivered exclusively by hand or by certified or
registered mail, return receipt requested; clarify the means by which notice of
Board meetings may be provided to members of the Board; and clarify that a
quorum of the Board may not be less than one-third of the total number of
directors.
Finally, the amendments include other changes intended to clarify and conform
various provisions of the Bylaws to the General Corporation Law of the State of
Delaware and to other provisions of the Bylaws and to make certain
non-substantive changes and updates.
The foregoing summary is qualified in its entirety by reference to the text of
the Amended and Restated Bylaws of the Corporation, filed herewith as Exhibit
3.2 and incorporated herein by reference.


Item 9.01  Financial Statements and Exhibits
(d)   Exhibits

                3.2   Amended and Restated Bylaws of General Dynamics Corporation (as
                    amended effective June 2, 2021)

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