AgEagle Aerial Systems Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 16, 2025, the 2025 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, 2025. 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 | 641,732 | 80,099 | 4,344,332 | |||
| L.B. Day | 646,008 | 75,823 | 4,344,332 | |||
| William Irby | 643,600 | 78,231 | 4,344,332 | |||
| Brent Klavon | 643,159 | 78,672 | 4,344,332 | |||
| Kevin Lowdermilk | 641,384 | 80,447 | 4,344,332 |
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 | |||
| 561,064 | 137,348 | 23,419 | 4,344,332 |
3. Ratification of the appointment of Withum as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
The appointment of Withum as our independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | |||
| 4,755,273 | 111,303 | 199,587 | 0 |
4. Approval of an amendment to the 2017 Omnibus Equity Incentive Plan (the “Plan”).
The amendment to the Plan was not approved, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | |||
| 345,857 | 263,969 | 112,005 | 4,344,332 |
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, 2025 | AGEAGLE AERIAL SYSTEMS INC. | |
| By: | /s/ Alison Burgett | |
| Name: | Alison Burgett | |
| Title: | Chief Financial Officer | |