AeroVironment Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| incorporation or organization) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 20, 2025, the Board of Directors of AeroVironment, Inc. (the “Company”) amended and restated the Company’s bylaws (such amended and restated bylaws, the Sixth Amended and Restated Bylaws”), effective immediately. The substantive amendments (1) implement a right to cure process for certain deficiencies in director nomination notices submitted by stockholders, (2) provide that the Board of Directors may postpone, reschedule or cancel any annual stockholder meeting, (3) provide that the Chairman, Chief Executive Officer or the Board of Directors may postpone, reschedule, or cancel any special stockholder meeting, (4) supplement the notice provisions to align with developments in Delaware law and current practice, (5) revise the advance notice provisions regarding procedural and disclosure requirements for stockholders’ director nominations and proposals for other business, (6) provide that directors may hold special meetings on less than forty-eight (48) hours’ notice if necessary or appropriate and (7) implement a severability provision (collectively, the “Amendments”).
The foregoing descriptions of the Amendments are qualified in their entirety by reference to the full text of the Sixth Amended and Restated Bylaws dated November 20, 2025, a copy of which is attached as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 3.1 | Sixth Amended and Restated Bylaws of AeroVironment, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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: November 25, 2025 | By: | /s/ Melissa Brown |
| Melissa Brown | ||
| Executive Vice President, Chief Legal and Compliance Officer & Corporate Secretary | ||
3