AeroVironment Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At a special meeting (the “Special Meeting”) of stockholders held on April 1, 2025, the stockholders of AeroVironment, Inc. (“AeroVironment”) voted on the proposals set forth below. The proposals are described in detail in AeroVironment’s definitive proxy statement/prospectus filed with the Securities and Exchange Commission on February 12, 2025 (the “Proxy Statement”). As of the close of business on February 7, 2025, the record date of the Special Meeting, there were 28,219,440 shares of common stock of AeroVironment, par value $0.0001 per share (“AeroVironment Common Stock”), issued and outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 21,559,189 shares of AeroVironment Common Stock, representing approximately 76.4% of the outstanding shares of AeroVironment Common Stock entitled to vote, were present via the Special Meeting website or represented by proxy, constituting a quorum to conduct business.
The voting results regarding each proposal submitted to a vote at the Special Meeting, as determined by AeroVironment’s Inspector of Election, are set forth below. The Merger (as defined below) is expected to be completed in May 2025, subject to customary closing conditions.
Proposal No. 1: Approval of the issuance of shares of AeroVironment Common Stock in the merger (the ‘Merger”) contemplated by the Agreement and Plan of Merger, dated as of November 18, 2024, by and among AeroVironment, BlueHalo Financing TopCo, LLC, a Delaware limited liability company (“BlueHalo”), Archangel Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of AeroVironment, and BlueHalo Holdings Parent, LLC, a Delaware limited liability company and sole member of BlueHalo, for purposes of complying with Nasdaq Listing Rule 5635(a) and, in the event such issuance constitutes a change of control, Nasdaq Listing Rule 5635(b) (the “Share Issuance Proposal”).
The Share Issuance Proposal was approved by the requisite vote of AeroVironment’s stockholders.
| Votes For | Votes Against | Abstentions | ||
| 21,483,106 | 54,004 | 22,079 |
Proposal No. 2: Approval of the adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Share Issuance Proposal (the “Adjournment Proposal”).
Adjournment of the Special Meeting was deemed not necessary because there was a quorum present and there were sufficient proxies at the time of the Special Meeting to approve the Share Issuance Proposal. The Adjournment Proposal was approved by the requisite vote of AeroVironment's stockholders.
| Votes For | Votes Against | Abstentions | ||
| 19,105,702 | 2,427,112 | 26,375 |
| Item 7.01. | Regulation FD Disclosure. |
On April 1, 2025, AeroVironment issued a press release announcing the voting results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 7.01 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”).
Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains statements regarding AeroVironment, BlueHalo, the proposed transactions and other matters that are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. In some cases, forward-looking statements can be identified by words such as “anticipate,” “approximate,” “believe,” “plan,” “estimate,” “expect,” “project,” “could,” “should,” “strategy,” “will,” “intend,” “may” and other similar expressions or the negative of such words or expressions. Statements in this Current Report on Form 8-K or related exhibits concerning AeroVironment’s proposed transaction with BlueHalo and the closing date of the proposed transaction, together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting management’s best judgment based upon currently available information. Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from expectations as a result of a variety of factors, including, without limitation, those discussed below. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which AeroVironment and BlueHalo are unable to predict or control, that may cause actual results, performance or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated in these statements as a result of a number of factors, including, but not limited to:
| · | the risk that the transaction described herein will not be completed or will not provide the expected benefits, or that we will not be able to achieve the cost or revenue synergies anticipated; |
| · | the risk that a condition to closing of the transaction may not be satisfied on a timely basis or at all; |
| · | the possible occurrence of an event, change or other circumstance that would give rise to the termination of the transaction agreement; |
| · | the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay in delay in closing of the transaction; |
| · | the failure of the proposed transaction to close for any other reason; |
| · | unexpected costs, liabilities, charges or expenses resulting from the transaction; and |
| · | other risks inherent in AeroVironment’s and BlueHalo’s businesses. |
Other unknown or unpredictable factors also could have a material adverse effect on AeroVironment’s business, financial condition, results of operations and prospects. Accordingly, readers should not place undue reliance on these forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Except as required by applicable law or regulation, neither AeroVironment nor BlueHalo undertakes (and each of AeroVironment and BlueHalo expressly disclaim) any obligation and do not intend to publicly update or review any of these forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release issued April 1, 2025 by AeroVironment, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: April 1, 2025 | By: | /s/ Melissa Brown |
| Name: | Melissa Brown | |
| Title: | Senior Vice President, General Counsel & Corporate Secretary | |