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    AeroVironment Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    10/1/25 11:09:42 AM ET
    $AVAV
    Aerospace
    Industrials
    Get the next $AVAV alert in real time by email
    false 0001368622 0001368622 2025-09-25 2025-09-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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): September 25, 2025

     

    AEROVIRONMENT, INC.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-33261   95-2705790
    (State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer Identification No.)
    incorporation or organization)        

     

    241 18th Street South, Suite 650    
    Arlington, Virginia   22202
    (Address of Principal Executive Offices)   (Zip Code)

     

    Registrant’s telephone number, including area code: (805) 520-8350

     

    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):

     

    ¨    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, $0.0001 par value AVAV The NASDAQ Stock Market LLC

     

    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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     

    On September 25, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of AeroVironment, Inc. (the “Company”), the Company’s stockholders approved the amendment and restatement of the Company’s 2021 Equity Incentive Plan, which increases the number of shares of common stock reserved for issuance under the 2021 Equity Incentive Plan by 1,200,000 shares and makes other reconciling, minor, technical, and administrative updates (the “Restated 2021 Equity Incentive Plan”). Under the Restated 2021 Equity Incentive Plan, no more than 5,000,000 shares may be issued upon the exercise of incentive stock options (“ISOs”) and no ISOs may be granted under the Restated 2021 Equity Incentive Restated Plan after the tenth anniversary of the date our Board of Directors approved the Restated 2021 Equity Incentive Plan. The Company’s Board of Directors approved the Restated 2021 Equity Incentive Plan, subject to stockholder approval, on August 6, 2025; the Restated 2021 Equity Incentive Plan became effective immediately upon stockholder approval at the Annual Meeting.

     

    The Restated 2021 Equity Incentive Plan is further described in the section entitled “Proposal No. 4 – Management Proposal to Approve the Amendment and Restatement of the Company’s 2021 Equity Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 13, 2025. Our employees (including our executive officers), consultants and directors and the employees and consultants of our subsidiaries are eligible to receive awards under the Restated Plan. The foregoing description of the Restated 2021 Equity Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the stockholder-approved Restated 2021 Equity Incentive Plan, which is filed as Appendix A to the Proxy Statement and incorporated herein by reference.

     

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

     

    Below is a brief description of each matter submitted to a vote at the Annual Meeting, as well as the final voting results with respect to each matter. For more information about these proposals, please refer to the Company’s 2025 Proxy Statement.

     

    Proposal 1 — Election of Directors

     

    The Company’s stockholders elected the four persons nominated by the Board of Directors as Class I directors for a one-year term as follows:

     

       Number of Shares       
    Name of Director  For  Against  Abstain  Broker Non-Votes 
    Edward Muller  35,645,433  762,059  398,290  3,315,598 
    Charles Thomas Burbage  33,351,292  2,892,972  561,518  3,315,598 
    David Wodlinger  36,204,052  554,577  47,153  3,315,598 
    Henry Albers  36,181,362  578,647  45,773  3,315,598 

     

    Each of the above directors shall serve for a term of one year, ending at the Company’s 2026 annual meeting of stockholders, and until his successor has been duly elected and qualified.

     

    Proposal 2 — Ratification of Company’s Independent Auditors

     

    The Audit Committee selected Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2026. The Company’s stockholders ratified the selection of Deloitte & Touche LLP as follows:

     

    2

     

     

    Number of Shares 
    For  Against  Abstain 
    40,040,332  33,185  47,863 

     

    Proposal 3 — Advisory Vote on the Compensation of the Company’s Named Executive Officers

     

    The Company’s stockholders approved, by an advisory vote, the compensation of the Company’s named executive officers, as disclosed in the proxy statement, by the following vote:

     

    Number of Shares 
    For  Against  Abstain  Broker Non-Votes 
    35,477,680  904,805  423,297  3,315,598 

     

    Proposal 4 — Management Proposal to Approve the Amendment and Restatement of the Company’s 2021 Equity Incentive Plan

     

    The stockholders approved the Restated 2021 Equity Incentive Plan by the following vote:

     

    Number of Shares 
    For  Against  Abstain  Broker Non-Votes 
    35,958,376  424,318  423,088  3,315,598 

     

    Item 9.01.  Financial Statements and Exhibits

     

    (d)  Exhibits.

     

    Exhibit    
    Number   Description
    10.1 (1)   Amended and Restated 2021 Equity Incentive Plan
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

    (1)Incorporated by reference herein to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed August 13, 2025 (File No. 001-33261).

     

    3

     

     

    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: October 1, 2025 By: /s/ Melissa Brown
        Melissa Brown
        Executive Vice President, Chief Legal and Compliance Officer & Corporate Secretary

     

    4

     

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