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AIRO (AIRO) stockholders elect Class I directors and ratify BPM LLP at 2026 meeting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AIRO Group Holdings, Inc. reported the results of its annual stockholder meeting held on June 4, 2026. As of the April 7, 2026 record date, 31,438,382 common shares were outstanding and entitled to vote, and 20,827,152 shares were present in person or by proxy, representing 66.25% of eligible shares, which was sufficient for a quorum.

Stockholders elected three Class I directors — Gregory Winfree, Brian Nelson, and Sherrie McCandless — to serve until the 2029 annual meeting and until their successors are duly elected and qualified. Stockholders also approved, on an advisory basis, the Audit Committee’s selection of BPM LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 20,491,151 votes for, 254,767 against, and 81,234 abstentions.

Positive

  • None.

Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares outstanding on record date 31,438,382 shares Common stock outstanding and entitled to vote as of April 7, 2026
Shares represented at meeting 20,827,152 shares Shares present in person or by proxy at June 4, 2026 annual meeting
Quorum percentage 66.25% Portion of entitled shares represented at the annual meeting
Auditor ratification votes for 20,491,151 votes Votes in favor of BPM LLP for year ending December 31, 2026
Auditor ratification votes against 254,767 votes Votes against ratifying BPM LLP
Auditor ratification abstentions 81,234 votes Abstentions on ratifying BPM LLP
Votes for Brian Nelson 14,527,348 votes Director election at 2026 annual meeting
Votes for Gregory Winfree 13,017,957 votes Director election at 2026 annual meeting
broker non-votes financial
"Name | | For | | | Withhold | | | Broker Non-Votes |"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
advisory (non-binding) vote regulatory
"To cast an advisory (non-binding) vote to ratify the selection by the Audit Committee"
independent registered public accounting firm financial
"BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
record date financial
"As of April 7, 2026, the record date for the Annual Meeting, a total of 31,438,382 shares"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
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false 0001927958 0001927958 2026-06-04 2026-06-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): June 4, 2026

 

AIRO Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-42600   88-0812695

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

         

8444 Westpark Drive

McLean, Virginia

      22102
(Address of principal executive offices)       (Zip Code)

 

Registrant’s telephone number, including area code: (505) 338-2343

 

N/A

(Former name or former address, if changed since last report.)

 

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, $0.000001 par value per share   AIRO   Nasdaq Global Market

 

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.

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

AIRO Group Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 4, 2026. As of April 7, 2026, the record date for the Annual Meeting, a total of 31,438,382 shares of the Company’s common stock were outstanding and entitled to vote on all matters presented to the Company’s stockholders at the Annual Meeting. At the Annual Meeting, there were 20,827,152 shares, or 66.25%, present in person or represented by proxy, which constituted a quorum. At the Annual Meeting, the Company’s stockholders considered the following proposals:

 

(1) To elect three Class I directors to serve until the 2029 annual meeting of stockholders and until their successors have been duly elected and qualified or their earlier death, resignation or removal; and

 

(2) To cast an advisory (non-binding) vote to ratify the selection by the Audit Committee of the Board of Directors of the Company of BPM LLP as the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2026.

 

The final voting results for each proposal are described below.

 

Proposal 1

 

Three Class I directors were elected to serve until the 2029 annual meeting of stockholders and until their successors have been duly elected and qualified or their earlier death, resignation or removal. The results were as follows:

 

Name  For   Withhold  

Broker

Non-Votes

 
Gregory Winfree   13,017,957    1,659,653    6,149,542 
Brian Nelson   14,527,348    150,263    6,149,541 
Sherrie McCandless   13,054,349    1,623,261    6,149,542 

 

Proposal 2

 

The Audit Committee’s selection of BPM LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified. The results were as follows:

 

For   Against   Abstain
20,491,151   254,767   81,234

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  AIRO GROUP HOLDINGS, INC.
   
  By: /s/ Dr. Mariya Pylypiv
    Dr. Mariya Pylypiv
    Chief Financial Officer

 

Dated: June 5, 2026

 

 

FAQ

What did AIRO (AIRO) stockholders vote on at the June 4, 2026 annual meeting?

Stockholders voted on electing three Class I directors and ratifying BPM LLP as the independent registered public accounting firm for the year ending December 31, 2026, providing governance and audit oversight decisions for AIRO.

How many AIRO (AIRO) shares were eligible and represented at the 2026 annual meeting?

As of April 7, 2026, 31,438,382 AIRO common shares were outstanding and entitled to vote. At the June 4, 2026 meeting, 20,827,152 shares, or 66.25% of eligible shares, were present in person or represented by proxy, establishing a quorum.

Were AIRO’s Class I director nominees elected at the 2026 annual meeting?

Yes. Gregory Winfree, Brian Nelson, and Sherrie McCandless were each elected as Class I directors to serve until the 2029 annual meeting, receiving more votes “for” than “withhold,” with broker non-votes reported separately for each nominee.

Did AIRO (AIRO) stockholders ratify BPM LLP as the 2026 independent auditor?

Yes. Stockholders ratified the Audit Committee’s selection of BPM LLP as independent registered public accounting firm for the year ending December 31, 2026, with 20,491,151 votes for, 254,767 against, and 81,234 abstentions recorded on the proposal.

What was the quorum level at AIRO’s June 4, 2026 annual stockholder meeting?

The meeting had a quorum with 20,827,152 shares present in person or by proxy, representing 66.25% of the 31,438,382 common shares outstanding and entitled to vote as of the April 7, 2026 record date for the annual meeting.

How long will the newly elected AIRO Class I directors serve?

The three elected Class I directors will serve until the 2029 annual meeting of stockholders and until their successors have been duly elected and qualified, or until their earlier death, resignation, or removal under AIRO’s corporate governance framework.

Filing Exhibits & Attachments

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