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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 24, 2026
AEROVIRONMENT,
INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-33261 |
|
95-2705790 |
| (State
or other jurisdiction of |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
| incorporation
or organization) |
|
|
|
|
| 241
18th Street South, Suite
415 |
|
|
| Arlington,
Virginia |
|
22202 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s telephone number, including
area code: (703) 418-2828
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 (see General Instruction A.2. below):
¨ 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, $0.0001 par value |
AVAV |
The
NASDAQ Stock Market LLC |
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 5.02 Departure of Directors or Certain Officers; Election of
Directors.
On June 24, 2026, upon the recommendation of the
Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of AeroVironment, Inc. (the “Company”),
the Board (i) appointed William J. Lynn, III to the Board as a Class I director, effective immediately and (ii) decreased the size of
the board from ten (10) to nine (9) directors. The terms of the Company’s Class I directors, including Mr. Lynn, expire at the Company’s
2026 Annual Meeting of Stockholders or upon the election and qualification of successor directors.
There are no arrangements or understandings between
Mr. Lynn and any other person pursuant to which he was selected as a director. Mr. Lynn has no family relationship with any director or
executive officer of the Company and he has no direct or indirect material interest in any transaction involving the Company required
to be disclosed under Item 404(a) of Regulation S-K. Mr. Lynn’s compensation for his Board service will be consistent with that
provided to all of the Company’s non-employee directors as disclosed and updated in the Company’s proxy disclosures annually.
In addition, the Company entered into an indemnification agreement with Mr. Lynn in connection with his appointment to the Board, in substantially
the same form as entered into with the Company’s other directors, available as Exhibit 10.1 in the Company’s Annual Report
on Form 10-K for the year ended April 30, 2025.
Item 7.01. Regulation FD Disclosure
On June 25, 2026, the Company issued a press release
regarding Mr. Lynn’s appointment to the Board, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K
and incorporated by reference herein.
The information in this
Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities
of such section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to
the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit |
|
|
| Number |
|
Description |
| 99.1 |
|
Press release issued by AeroVironment, Inc., dated June 25, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| |
AEROVIRONMENT, INC. |
| |
|
|
| |
|
|
| Date: June 25, 2026 |
By: |
/s/ Melissa Brown |
| |
|
Melissa Brown |
| |
|
Executive Vice President, Chief Legal Officer & Corporate Secretary |
Exhibit 99.1
AV Appoints William
J. Lynn III to Board of Directors
ARLINGTON,
Va. – June 25, 2026 – AeroVironment, Inc. (“AV”) (NASDAQ: AVAV) today announced the appointment
of William J. Lynn III to its Board of Directors, effective June 24, 2026.
“Bill’s distinguished service to the nation and extensive
experience in government, national security and defense technology will bring valuable insights to the Board,” said Wahid Nawabi,
AeroVironment’s chairman, president and chief executive officer. “His perspective as both a defense leader and public-company
executive will be a tremendous asset as we continue to scale and advance our leadership position in an increasingly dynamic global security
environment.”
“I am honored to join the Board during such a pivotal time for
AV and our national defense,” said Lynn. “AV’s innovative solutions are precisely the capabilities our warfighters and
allies need, and I look forward to helping the company advance its mission and drive growth.”
Lynn served as Chairman and Chief Executive Officer of Leonardo DRS, Inc.
(NASDAQ: DRS), a leading defense electronics company, from 2012 until 2026. Previously, he served as the 30th U.S. Deputy Secretary of
Defense from 2009 to 2011 under Secretaries Robert Gates and Leon Panetta, where as the Department’s chief operating officer he
led the development of the Department’s first cyber strategy.
Earlier in his career, he held senior roles at Raytheon Company (now
NYSE: RTX) and within the Department of Defense, including as Under Secretary of Defense (Comptroller) and Chief Financial Officer. Lynn
is a graduate of Dartmouth College, holds a J.D. from Cornell Law School and an M.P.A. in international affairs from Princeton University.
About AV
AeroVironment
(“AV”) (NASDAQ: AVAV) is a defense technology leader delivering integrated capabilities across air, land, sea, space, and
cyber. The Company develops and deploys autonomous systems, loitering munitions, counter-UAS technologies, space-based platforms, directed
energy systems, and cyber and electronic warfare capabilities—built to meet the mission needs of today’s warfighter and tomorrow’s
conflicts. At the core of these technologies lies AV_Halo™, a modular, mission-ready suite of AI-powered software platform that
empowers warfighters and enables full-battlefield dominance: detect, decide, deliver. With a national manufacturing footprint and a deep
innovation pipeline, AV delivers proven systems and future-defining capabilities at speed, scale, and operational relevance. For more
information, visit www.avinc.com.
Safe Harbor Statement
Certain statements
in this press release may constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act
of 1995. These statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties, which could
cause actual results to differ materially. Factors that may cause such differences include, but are not limited to, our ability to perform
under existing contracts and obtain new ones; regulatory changes; competitor activities; market growth; product development challenges;
and general economic conditions. For a more detailed discussion of these risks, please refer to AeroVironment’s filings with the
Securities and Exchange Commission. We undertake no obligation to update forward-looking statements as a result of new information or
future events.
/////////////////////////////////////////////////////////////////////////////////////////////////////
For additional media and information, please
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703.718.4060
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ir@avinc.com
805.795.4108