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AgEagle (UAVS) 2026 meeting: directors elected, pay backed, auditors ratified

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8-K

Rhea-AI Filing Summary

AgEagle Aerial Systems Inc. reported the results of its June 15, 2026 Annual Meeting of Stockholders. Stockholders elected five directors—Grant Begley, L.B. Day, William Irby, Brent Klavon and Kevin Lowdermilk—with each nominee receiving more than 4.8 million votes "for" and substantial broker non-votes recorded.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 4,847,604 votes for, 820,139 against and 146,184 abstentions, alongside broker non-votes. In addition, they ratified the appointment of Grassi & Co., CPAs, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 20,479,301 votes for, 2,496,556 against and 105,138 abstentions.

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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.
Votes for L.B. Day 5,134,879 votes Director election at 2026 annual meeting
Votes for William Irby 5,179,485 votes Director election at 2026 annual meeting
Say-on-pay votes for 4,847,604 votes Advisory executive compensation vote, 2026 meeting
Say-on-pay votes against 820,139 votes Advisory executive compensation vote, 2026 meeting
Auditor ratification votes for 20,479,301 votes Ratification of Grassi & Co., CPAs, P.C. for 2026
Auditor ratification votes against 2,496,556 votes Ratification of Grassi & Co., CPAs, P.C. for 2026
broker non-vote financial
"the number of abstentions and broker non-votes, as to each such matter"
Advisory Vote on Compensation of Named Executive Officers financial
"Advisory Vote on Compensation of Named Executive Officers (“Say-on-Pay”)."
independent registered public accounting firm financial
"independent registered public accounting firm for the fiscal year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Annual Meeting of Stockholders financial
"the 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"
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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 15, 2026

 

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.)

 

505 Century Pkwy #250 Allen, Texas   75013
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (214) 667-7118

 

 

(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 15, 2026, the 2026 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, 2026. 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   4,837,159   976,768   17,267,068
L.B. Day   5,134,879   679,048   17,267,068
William Irby   5,179,485   634,442   17,267,068
Brent Klavon   5,165,771   648,156   17,267,068
Kevin Lowdermilk   5,178,415   635,512   17,267,068

 

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
4,847,604   820,139   146,184   17,267,068

 

3. Ratification of the appointment of Grassi & Co., CPAs, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

The appointment of Grassi & Co., CPAs, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified, with the following votes tabulated:

 

For   Against   Abstain   Broker Non-Vote
20,479,301   2,496,556   105,138   0

 

 

 

 

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, 2026 AGEAGLE AERIAL SYSTEMS INC.
     
  By: /s/ Alison Burgett
  Name: Alison Burgett
  Title: Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did AgEagle Aerial Systems (UAVS) stockholders approve at the 2026 annual meeting?

Stockholders elected five directors, approved executive compensation on an advisory basis, and ratified Grassi & Co., CPAs, P.C. as independent auditors for the 2026 fiscal year, confirming the company’s proposed board, pay practices, and audit firm.

How did AgEagle (UAVS) stockholders vote on director elections in 2026?

All five nominees were elected. For example, L.B. Day received 5,134,879 votes for and 679,048 withheld, while each other nominee received more than 5.16 million votes for, with significant broker non-votes recorded on each director election item.

Was AgEagle Aerial Systems’ (UAVS) say-on-pay proposal approved in 2026?

Yes. The advisory vote on compensation of named executive officers received 4,847,604 votes for, 820,139 against and 146,184 abstentions, with 17,267,068 broker non-votes, indicating stockholder support for the company’s executive pay program at this meeting.

Which audit firm did AgEagle (UAVS) stockholders ratify for fiscal 2026?

Stockholders ratified Grassi & Co., CPAs, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 20,479,301 votes for, 2,496,556 against and 105,138 abstentions, and no broker non-votes reported for this item.

When was AgEagle Aerial Systems’ 2026 annual stockholder meeting held?

The 2026 Annual Meeting of Stockholders of AgEagle Aerial Systems Inc. was held on June 15, 2026. At this meeting, investors voted on director elections, an advisory say-on-pay proposal, and ratification of the company’s independent registered public accounting firm.

How many broker non-votes occurred on AgEagle’s (UAVS) 2026 say-on-pay proposal?

The say-on-pay proposal recorded 17,267,068 broker non-votes. These shares were counted as present for quorum purposes but were not voted for, against, or abstaining on the executive compensation advisory resolution at the 2026 annual stockholder meeting.

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