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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):
September 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 650 |
|
|
| 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 5.07. Submission of Matters to a Vote of Security Holders.
On September 24, 2026, AeroVironment, Inc. (the “Company”)
held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Below is a brief description of each matter submitted
to a vote at the Annual Meeting, as well as the final voting results with respect to each matter. For more information about these proposals,
please refer to the Company’s 2026 Proxy Statement.
Proposal 1 — Election of Directors
The Company’s stockholders elected the five persons nominated
by the Board of Directors as Class I and Class II directors for a one-year term as follows:
| | |
Number of Shares |
| Name of Director | |
For | |
Against | |
Abstain | |
Broker Non-Votes |
| Edward R. Muller | |
25,560,511 | |
1,195,871 | |
122,137 | |
12,061,430 |
| William J. Lynn, III | |
26,671,671 | |
86,930 | |
119,918 | |
12,061,430 |
| Philip S. Davidson | |
24,662,487 | |
2,097,390 | |
118,642 | |
12,061,430 |
| Mary Beth Long | |
26,597,391 | |
158,320 | |
122,808 | |
12,061,430 |
| Michael D. Ruppert | |
26,447,990 | |
306,374 | |
124,155 | |
12,061,430 |
Each of the above directors shall serve for a term of one year, ending
at the Company’s 2027 annual meeting of stockholders, and until his or her successor has been duly elected and qualified.
Proposal 2 — Ratification of Company’s Independent Auditors
The Audit Committee selected Deloitte & Touche LLP as the
Company’s independent registered public accounting firm for the fiscal year ending April 30, 2027. The Company’s stockholders
ratified the selection of Deloitte & Touche LLP as follows:
| Number of Shares |
| For | |
Against | |
Abstain |
| 38,721,832 | |
97,417 | |
120,700 |
Proposal 3 — Advisory Vote on a Resolution Relating to the
Compensation of the Company’s Named Executive Officers
The Company’s stockholders approved, by an advisory vote, a resolution
relating to the compensation of the Company’s named executive officers, as disclosed in the proxy statement, by the following vote:
| Number of Shares |
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 25,413,211 |
|
1,098,194 |
|
367,114 |
|
12,061,430 |
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: September 30, 2026 |
By: |
/s/ Melissa Brown |
| |
|
Melissa Brown |
| |
|
Executive Vice President, Chief Legal Officer & Corporate Secretary |
