Axon (NASDAQ: AXON) investors approve directors, Say-on-Pay and auditor at 2026 meeting

Rhea-AI Filing Summary

Axon Enterprise, Inc. reported results of its 2026 Annual Meeting of Shareholders. A total of 72,920,923 common shares were voted, representing approximately 90.5% of the 80,572,201 shares outstanding as of the March 31, 2026 record date. Shareholders elected nine directors to one-year terms, with each nominee receiving at least about 55.8 million votes in favor. They approved on an advisory basis the compensation of the named executive officers and ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accountant for fiscal year 2026, with 72,672,121 votes in favor.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares voted: 72,920,923 shares Shares outstanding: 80,572,201 shares Turnout: 90.5% +5 more

8 metrics

Shares voted 72,920,923 shares Voted at 2026 Annual Meeting

Shares outstanding 80,572,201 shares Outstanding as of March 31, 2026 record date

Turnout 90.5% Percentage of outstanding shares represented at meeting

Say-on-Pay votes for 54,903,698 votes Advisory approval of executive compensation

Say-on-Pay votes against 6,239,017 votes Advisory approval of executive compensation

Auditor ratification votes for 72,672,121 votes Ratification of PricewaterhouseCoopers LLP for fiscal 2026

Largest director support 60,766,401 votes Votes for Patrick Smith as director

Smallest director support 55,842,712 votes Votes for Michael Garnreiter as director

Key Terms

Annual Meeting of Shareholders, broker non-votes, Say-on-Pay, independent registered public accountant, +1 more

5 terms

Annual Meeting of Shareholders financial

"held its 2026 Annual Meeting of Shareholders (“Annual Meeting”)."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

broker non-votes financial

"as well as abstentions and broker non-votes, if applicable, with respect to each matter"

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.

Say-on-Pay financial

"Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers (“Say-on-Pay”)"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

independent registered public accountant financial

"PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for fiscal year 2026"

broker non-votes financial

"There were no broker non-votes on this proposal."

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.

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Understanding 8-K Material Events →

0001069183FALSE00010691832026-05-282026-05-28

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

May 28, 2026

Date of Report (Date of earliest event reported)

________________________________________________________

Axon Enterprise, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-16391			86-0741227
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

17800 N. 85th St.

Scottsdale, Arizona 85255

(Address of principal executive offices, including zip code)

(480) 991-0797

(Registrant’s telephone number, including area code)

Not Applicable

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

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, $0.00001 Par Value			AXON			The NASDAQ Stock Market LLC

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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 28, 2026, Axon Enterprise, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (“Annual Meeting”). The total number of shares of the Company’s common stock, par value of $0.00001 per share, voted in person or by proxy at the Annual Meeting was 72,920,923 representing approximately 90.5% of the 80,572,201 shares outstanding as of the March 31, 2026 record date and entitled to vote at the Annual Meeting. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, with respect to each matter considered at the Annual Meeting is set out below. For more information regarding these matters, please refer to the Company’s Annual Report to Shareholders for the year ended December 31, 2025 on Form ARS relating to the Annual Meeting, which was filed with the SEC on April 16, 2026.

Proposal No. 1 — Election of Directors

The following nominees were elected directors for a term of one year (and until their successors are elected and qualified) by the votes indicated below.

						FOR						AGAINST						WITHHELD						BROKER NON-VOTES
Erika Ayers Badan						59,669,730						1,432,362						153,595						11,665,236
Adriane Brown						58,603,305						2,546,635						105,747						11,665,236
Michael Garnreiter						55,842,712						5,137,861						275,114						11,665,236
Caitlin Kalinowski						60,226,957						927,974						100,756						11,665,236
Todd Morgenfeld						60,438,825						707,643						109,219						11,665,236
Hadi Partovi						58,038,102						3,113,363						104,222						11,665,236
Graham Smith						59,628,781						1,554,426						72,480						11,665,236
Patrick Smith						60,766,401						426,910						62,376						11,665,236
Jeri Williams						60,213,464						938,146						104,077						11,665,236

Proposal No. 2 — Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers (“Say-on-Pay”)

The non-binding advisory vote to approve the compensation of the Company’s named executive officers was approved as follows:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
54,903,698						6,239,017						112,972						11,665,236

Proposal No. 3 — Ratification of Appointment of Independent Registered Public Accounting Firm

The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for fiscal year 2026 was approved by the votes indicated below. There were no broker non-votes on this proposal.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
72,672,121						180,664						68,138						—

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit Number						Exhibit Description
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

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.

Dated: June 1, 2026			Axon Enterprise, Inc.
			By:			/s/ ISAIAH FIELDS
						Isaiah Fields Chief Legal Officer and Corporate Secretary

FAQ

What did Axon (AXON) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on electing nine directors, approving on an advisory basis the compensation of named executive officers, and ratifying PricewaterhouseCoopers LLP as Axon’s independent registered public accountant for fiscal year 2026, according to the disclosed vote results.

How many Axon (AXON) shares were represented at the 2026 Annual Meeting?

A total of 72,920,923 shares of Axon common stock were voted in person or by proxy, representing approximately 90.5% of the 80,572,201 shares outstanding as of the March 31, 2026 record date and entitled to vote at the meeting.

Were Axon (AXON) director nominees elected at the 2026 Annual Meeting?

All nine director nominees were elected for one-year terms. Each nominee, including Patrick Smith, Erika Ayers Badan and others, received a majority of votes cast in favor, with broker non-votes reported separately for each director election proposal.

Did Axon (AXON) shareholders approve the Say-on-Pay proposal in 2026?

Yes. The non-binding advisory vote to approve compensation of Axon’s named executive officers received 54,903,698 votes for, 6,239,017 against, and 112,972 abstentions, with 11,665,236 broker non-votes reported for this Say-on-Pay proposal.

Which audit firm did Axon (AXON) shareholders ratify for fiscal 2026?

Shareholders ratified PricewaterhouseCoopers LLP as Axon’s independent registered public accountant for fiscal year 2026, with 72,672,121 votes for, 180,664 against, and 68,138 abstentions reported for the ratification proposal.

What was Axon (AXON) shareholder turnout relative to eligible shares in 2026?

Turnout was high: 72,920,923 shares were voted, representing approximately 90.5% of the 80,572,201 shares outstanding and entitled to vote as of the March 31, 2026 record date for the Annual Meeting.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB