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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):
February 27, 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 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Adoption of Nonqualified Deferred Compensation Plan
On February 27, 2026, the Compensation Committee (the “Committee”)
of the Board of Directors (the “Board”) of AeroVironment Inc. (the “Company”) approved the AeroVironment, Inc.
Non-Qualified Deferred Compensation Plan (the “Plan”) for certain key employees, including the Company’s named executive
officers, and non-employee members of the Board, with such Plan to be effective on March 1, 2026.
Currently under the Plan, participants who are employees may defer
up to 75% of their annual base salaries and all or a portion of their annual cash bonuses. Participants who are non-employee directors
may defer all or a portion of their cash Board service fees and equity grants received by a director for service on the Board and its
committees.
Upon a separation from service from the Company for a participant meeting
the Company’s definition of retirement at the time of separation, distributions may be paid either (i) as a lump sum payment
or (ii) in annual installments over a two year or ten year period. Participants must designate their form of payment at the time
of their initial deferral election. If a participant leaves the Company prior to retirement, the participant will receive a distribution
in a lump sum. Participants may also elect to receive all or a portion of the amount deferred in a given year after four or more years
following the year of deferral. Upon a participant’s death or disability, a lump sum distribution will be made.
The participants’ elective deferrals and any earnings of the
deemed investment of such deferrals are 100% vested immediately. The Company will not provide any matching contributions to the Plan on
any participant’s behalf. The Company may make other contributions on behalf of participants meeting certain requirements as determined
by the Company.
The Company will pay all administrative costs of the Plan. The Company
has retained third-party recordkeepers and consultants to assist in the administration of the Plan.
The Plan is an unfunded arrangement to be maintained by the Company
to provide deferred compensation for a select group of management or highly compensated employees within the meaning of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”) or an excess benefit plan within the meaning of ERISA, or a combination
of both. The Plan is further intended to conform with the requirements of Internal Revenue Code (the “Code”) Section 409A
and the final regulations issued thereunder.
The obligations of the Company under the Plan will be general unsecured
obligations of the Company to pay deferred compensation in the future to eligible participants in accordance with the terms of the Plan
from the assets of the Company. The Company will establish a rabbi trust for the Plan, and contributions under the Plan will be deposited
into the rabbi trust. Assets in the trust are subject to the claims of the Company’s general creditors in the event of bankruptcy
or other insolvency. An account in the Plan will not give a participant any ownership interest in any of the investment options of the
Plan, the rabbi trust assets or any other specific assets of the Company.
The foregoing description is qualified in its entirety by reference
to the Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Current Report on Form 8-K by
reference.
Severance Plan Participation
On February 27, 2026, the Committee approved Trace Stevenson, the Company’s
President, Autonomous Systems, and Mary Clum, the Company’s President, Space, Cyber & Directed Energy, as participants in the
Company’s Executive Severance Plan, amended and restated as of December 3, 2024, which is described in the Company’s most
recent Notice of 2025 Annual Meeting of Stockholders and Proxy Statement filed with the Securities and Exchange Commission on August 13,
2025.
Item 9.01. Financial Statements and
Exhibits
(d) Exhibits.
| Exhibit Number |
|
Description |
| 10.1 |
|
AeroVironment, Inc. Non-Qualified Deferred Compensation Plan. |
| 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: March 5, 2026 |
By: |
/s/ Melissa Brown |
| |
|
Melissa Brown |
| |
|
Executive Vice President, Chief Legal and Compliance Officer & Corporate Secretary |
