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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 16, 2025
AGEAGLE
AERIAL SYSTEMS INC.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
001-36492 |
|
88-0422242 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 8201
E. 34th Cir N, Suite 1307, Wichita, Kansas |
|
67226 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (620) 325-6363
(Former
name or former address, if changed since last report)
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:
| ☐ |
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 |
|
UAVS |
|
NYSE
American |
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). ☐
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
June 16, 2025, the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of AgEagle Aerial Systems Inc. (the “Company”)
was held. Each proposal presented at the Annual Meeting is described in the Company’s definitive proxy statement for the Annual
Meeting, which was filed with the Securities and Exchange Commission on April 30, 2025. The matters that were voted upon at the Annual
Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter
are set forth below.
1.
Election of Directors.
The
following five (5) director nominees were elected to serve as directors of the Company, with the following votes tabulated:
| | |
For | |
Withheld | |
Broker Non-Vote |
| Grant Begley | |
641,732 | |
80,099 | |
4,344,332 |
| L.B. Day | |
646,008 | |
75,823 | |
4,344,332 |
| William Irby | |
643,600 | |
78,231 | |
4,344,332 |
| Brent Klavon | |
643,159 | |
78,672 | |
4,344,332 |
| Kevin Lowdermilk | |
641,384 | |
80,447 | |
4,344,332 |
2.
Advisory Vote on Compensation of Named Executive Officers (“Say-on-Pay”).
The
compensation of the Company’s named executive officers was approved, on an advisory basis, with the following votes tabulated:
| For | |
Against | |
Abstain | |
Broker Non-Vote |
| 561,064 | |
137,348 | |
23,419 | |
4,344,332 |
3.
Ratification of the appointment of Withum as our independent registered public accounting firm for the fiscal year ending December 31,
2025.
The
appointment of Withum as our independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified,
with the following votes tabulated:
| For | |
Against | |
Abstain | |
Broker Non-Vote |
| 4,755,273 | |
111,303 | |
199,587 | |
0 |
4.
Approval of an amendment to the 2017 Omnibus Equity Incentive Plan (the “Plan”).
The
amendment to the Plan was not approved, with the following votes tabulated:
| For | |
Against | |
Abstain | |
Broker Non-Vote |
| 345,857 | |
263,969 | |
112,005 | |
4,344,332 |
SIGNATURES
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 18, 2025 |
AGEAGLE
AERIAL SYSTEMS INC. |
| |
|
|
| |
By: |
/s/
Alison Burgett |
| |
Name: |
Alison
Burgett |
| |
Title: |
Chief
Financial Officer |
