AgEagle 2025 AGM: Directors Re-elected, Incentive Plan Fails in Shareholder Vote

Rhea-AI Filing Summary

AgEagle Aerial Systems (NYSE:UAVS) filed an 8-K reporting the formal results of its June 16, 2025 Annual Meeting of Stockholders.

Shareholders re-elected all five director nominees—Grant Begley, L.B. Day, William Irby, Brent Klavon and Kevin Lowdermilk—with support ranging from 641,384 to 646,008 shares; 4,344,332 broker non-votes were recorded.

The non-binding say-on-pay proposal passed (561,064 for; 137,348 against; 23,419 abstain). Investors also ratified Withum as independent auditor for fiscal 2025 (4,755,273 for; 111,303 against).

However, the proposal to amend the 2017 Omnibus Equity Incentive Plan failed, receiving only 345,857 for versus 263,969 against and 112,005 abstentions. No additional financial, operational, or strategic disclosures were included.

Insights

Corporate Governance Specialist

Shareholders rejected AgEagle's equity incentive plan amendment, signaling governance concerns amid lukewarm support for executive compensation.

AgEagle's annual meeting results reveal a significant shareholder rebuke with voters rejecting the proposed amendment to the company's 2017 Omnibus Equity Incentive Plan. This rejection represents a material setback for management, as equity incentive plans are crucial tools for talent attraction and retention in the competitive drone technology sector.

The voting breakdown shows 345,857 votes for versus 263,969 against with 112,005 abstentions, indicating substantial shareholder discontent with the proposed changes. This outcome should be viewed alongside the relatively tepid support for the Say-on-Pay proposal, which received only 77.7% approval (excluding abstentions) – notably below the 90%+ approval rates typically seen at public companies.

While all five director nominees were successfully elected, each received a meaningful level of withheld votes (approximately 11-12% of votes cast), further suggesting an undercurrent of shareholder dissatisfaction with current governance. The rejection prevents management from implementing their desired equity compensation structure and signals a disconnect between leadership and shareholders on compensation strategy.

The company now faces the challenge of redesigning their equity compensation approach to better align with shareholder expectations. This setback could potentially impact AgEagle's competitive positioning in recruiting and retaining specialized talent in the aerial systems industry where equity compensation often plays a critical role.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Understanding 8-K Material Events →

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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