[8-K] AeroVironment Inc Reports Material Event

Rhea-AI Filing Summary

AeroVironment, Inc. reported that its Board of Directors approved and made effective the company’s Sixth Amended and Restated Bylaws on November 20, 2025. The changes add a right-to-cure process for certain deficiencies in stockholder director nomination notices, giving stockholders a chance to fix specific issues with their submissions.

The amendments also clarify who can change stockholder meeting timing. The Board may postpone, reschedule or cancel any annual meeting, and the Chairman, Chief Executive Officer or the Board may do the same for any special meeting. The bylaws further update notice provisions to reflect current Delaware law and practice, revise advance notice requirements for stockholder nominations and other business, allow directors to hold special meetings on less than forty-eight hours’ notice when needed, and add a severability clause so other bylaw provisions remain effective if one part is found invalid.

Insights

Corporate Governance Analyst

Bylaw changes tighten meeting and nomination mechanics, modestly shifting procedural control toward the board.

The company adopted Sixth Amended and Restated Bylaws effective November 20, 2025, making several governance-related changes. The amendments introduce a formal right-to-cure process for certain deficiencies in shareholder director-nomination notices, adjust advance notice and disclosure requirements, and update notice provisions to align with Delaware law and current practice. The bylaws also explicitly allow the Board to postpone, reschedule, or cancel any annual meeting, and permit the Chairman, CEO, or Board to do the same for special meetings.

These revisions give the Board and senior leadership greater procedural flexibility over the timing and conduct of shareholder meetings, while shareholders face more detailed requirements when nominating directors or proposing business. The ability for directors to call special board meetings on less than forty-eight hours’ notice increases board-level agility but concentrates more control within the boardroom. A severability clause helps preserve the rest of the bylaws if any portion is later found invalid, which can reduce uncertainty during legal challenges.

From an oversight perspective, the key items to watch are how the updated advance notice and nomination rules interact with any future shareholder director campaigns or proposals. The explicit meeting postponement and cancellation powers could become relevant around future annual or special meetings, particularly near record dates or voting deadlines. The practical impact will emerge over coming meeting cycles beginning with the next annual meeting following November 20, 2025, as stakeholders operate under the new procedural framework.

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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): November 20, 2025

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: (805) 520-8350

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 20, 2025, the Board of Directors of AeroVironment, Inc. (the “Company”) amended and restated the Company’s bylaws (such amended and restated bylaws, the Sixth Amended and Restated Bylaws”), effective immediately. The substantive amendments (1) implement a right to cure process for certain deficiencies in director nomination notices submitted by stockholders, (2) provide that the Board of Directors may postpone, reschedule or cancel any annual stockholder meeting, (3) provide that the Chairman, Chief Executive Officer or the Board of Directors may postpone, reschedule, or cancel any special stockholder meeting, (4) supplement the notice provisions to align with developments in Delaware law and current practice, (5) revise the advance notice provisions regarding procedural and disclosure requirements for stockholders’ director nominations and proposals for other business, (6) provide that directors may hold special meetings on less than forty-eight (48) hours’ notice if necessary or appropriate and (7) implement a severability provision (collectively, the “Amendments”).

The foregoing descriptions of the Amendments are qualified in their entirety by reference to the full text of the Sixth Amended and Restated Bylaws dated November 20, 2025, a copy of which is attached as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

(d)  Exhibits.

Exhibit
Number		Description
3.1		Sixth Amended and Restated Bylaws of AeroVironment, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: November 25, 2025	By:	/s/ Melissa Brown
		Melissa Brown
		Executive Vice President, Chief Legal and Compliance Officer & Corporate Secretary

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FAQ

What did AeroVironment (AVAV) announce in this Form 8-K?

AeroVironment’s Board approved and made effective its Sixth Amended and Restated Bylaws on November 20, 2025, updating several governance procedures.

How do the bylaw changes affect AeroVironment (AVAV) stockholder nominations?

The bylaws now implement a right to cure process for certain deficiencies in stockholder director nomination notices and revise advance notice provisions for nominations and other business.

Who can postpone or cancel AeroVironment (AVAV) stockholder meetings under the new bylaws?

The amendments provide that the Board of Directors may postpone, reschedule or cancel any annual meeting, and the Chairman, Chief Executive Officer or the Board may do so for any special meeting.

How were notice requirements changed in AeroVironment’s amended bylaws?

The bylaws supplement notice provisions to align with developments in Delaware law and current practice, and refine disclosure and procedural rules for stockholder proposals.

What other governance changes are included in AeroVironment’s Sixth Amended and Restated Bylaws?

The amendments allow directors to hold special meetings on less than forty-eight hours’ notice when necessary or appropriate and add a severability provision so remaining bylaws stay effective if part is invalidated.

Where can investors see the full text of AeroVironment’s new bylaws?

The complete Sixth Amended and Restated Bylaws dated November 20, 2025 are filed as Exhibit 3.1 to this Form 8-K.