AeroVironment Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the 2024 Annual Meeting of Stockholders held on September 27, 2024 (the “Annual Meeting”) of AeroVironment, Inc. (the “Company”), the stockholders of the Company approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Restated Certificate”) to (1) provide for the phased-in declassification of the Board of Directors and the annual election of directors and (2) eliminate the personal liability of officers for monetary damages for breach of fiduciary duties as an officer. (collectively, the “Amendments”).
The Amendments to the Restated Certificate took effect on October 1, 2024 upon the Company’s filing of an Amended and Restated Certificate of Incorporation incorporating the Amendments with the Secretary of State of the State of Delaware (the “Amended and Restated Certificate of Incorporation dated October 1, 2024”). The foregoing descriptions of the Amendments to the Restated Certificate are qualified in their entirety by reference to the full text of the Amended and Restated Certificate of Incorporation dated October 1, 2024, which is attached as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.
As a result of the approval of the Amendments by the Company’s stockholders, actions by the Board of Directors to amend and restate the Company’s bylaws also became effective on October 1, 2024 upon the Company’s filing of the Amended and Restated Certificate of Incorporation dated October 1, 2024 with the State of Delaware (such amended and restated bylaws, the “Fifth Amended and Restated Bylaws”). The substantive amendments to the bylaws provide that, following declassification of the Board of Directors, stockholders may remove a director with or without cause upon the affirmative vote of not less than a majority of the total voting power of all outstanding securities of the Company then entitled to vote, in addition to any other vote required by law. The foregoing description of the amendments to the bylaws is qualified in its entirety by reference to the full text of the Fifth Amended and Restated Bylaws of the Company (the “Restated Bylaws”), a copy of which is attached as Exhibit 3.2 to this Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
A brief description of matters voted upon at the Annual Meeting and the final voting results are set forth below:
Proposal 1 — Election of Directors
The Company’s stockholders elected the three persons nominated by the Board of Directors as Class III directors for a three-year term as follows:
| Number of Shares | ||||||||
| Name of Director | For | Against | Abstain | Broker Non-Votes | ||||
| Wahid Nawabi | 21,150,784 | 627,798 | 23,562 | 2,402,301 | ||||
| Cindy Lewis | 17,342,833 | 3,103,702 | 1,355,609 | 2,402,301 | ||||
| Joseph Votel | 21,407,107 | 369,020 | 26,017 | 2,402,301 | ||||
Each of the above directors shall serve for a term of three years, ending at the Company 2027 annual meeting of stockholders, and until his or her successor has been duly elected and qualified.
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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, 2025. The Company’s stockholders ratified the selection of Deloitte & Touche LLP as follows:
| Number of Shares | ||||
| For | Against | Abstain | ||
| 24,140,987 | 24,063 | 39,395 | ||
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 | |||
| 21,504,056 | 248,938 | 49,150 | 2,402,301 | |||
Proposal 4 — Management Proposal to Amend the Company’s Amended and Restated Certificate of Incorporation to Provide for Annual Election of All Directors
The stockholders approved the proposal to amend the Company’s Amended and Restated Certificate of Incorporation to provide for annual election of all directors by the following vote:
| Number of Shares | ||||||
| For | Against | Abstain | Broker Non-Votes | |||
| 21,396,398 | 338,058 | 67,688 | 2,402,301 | |||
Proposal 5 — Management Proposal to Amend the Company’s Amended and Restated Certificate of Incorporation to Provide for Officer Exculpation
The stockholders approved the proposal to amend the Company’s Amended and Restated Certificate of Incorporation to provide for officer exculpation, eliminating the personal liability of officers for monetary damages for breach of fiduciary duties as an officer, by the following vote:
| Number of Shares | ||||||
| For | Against | Abstain | Broker Non-Votes | |||
| 20,429,993 | 1,331,675 | 40,476 | 2,402,301 | |||
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation dated October 1, 2024 | |
| 3.2 | Fifth Amended and Restated Bylaws of AeroVironment, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 3, 2024 | By: | /s/ Melissa Brown |
| Melissa Brown | ||
| Senior Vice President, General Counsel, Chief Ethics and Compliance Officer & Corporate Secretary | ||
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