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
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 28, 2025, Todd Morgenfeld was appointed to the Board of Directors (the “Board”) of Axon Enterprise, Inc. (the “Company”) effective immediately. The Board also appointed him to serve on the Audit Committee and Mergers and Acquisitions and Capital Structure Committee, commencing concurrently with his Board service. Mr. Morgenfeld is an independent director, with an initial term expiring at the Company’s 2026 annual meeting of stockholders. In connection with Mr. Morgenfeld’s appointment, the Board increased the number of directors on the Board from ten to eleven.
Compensation for Mr. Morgenfeld will consist of initial restricted stock units with a grant date fair value of $260,000 granted on the effective date of his appointment and vesting annually over three years, an annual restricted stock unit award with a grant date fair value of $260,000 granted on the date of each Annual Meeting of Stockholders during which Mr. Morgenfeld serves which vests in one year, and annual cash compensation of $40,000, plus additional annual cash retainers of $10,000 for service on the Audit Committee and $6,000 for service on the Mergers and Acquisitions and Capital Structure Committee, with such retainers paid quarterly. These payments are consistent with the current compensation program for the Board. In addition, the Company has entered into an indemnification agreement with Mr. Morgenfeld, the form of which appears as Exhibit 10.1 to the Company's Annual Report on Form 10-K/A filed on May 7, 2025. There are no arrangements or understandings between Mr. Morgenfeld and any other persons pursuant to which they were selected as directors, and there are no transactions in which Mr. Morgenfeld has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Todd Morgenfeld, 53, has served as a member of the boards of directors of AppLovin Corporation, a marketing platform for mobile app developers, since 2023, and Urban Outfitters, Inc., a lifestyle retail company, since 2019. He previously served as Chief Financial Officer and then as Chief Financial Officer and Head of Business Operations (CFO/COO) at Pinterest, Inc., a visual discovery engine and social media platform, from 2016 to 2023. Prior to Pinterest, he was Vice President of Finance at Twitter, Inc. (2015–2016) and Treasurer and Senior Vice President of Financial Analytics and Corporate Development at Hewlett-Packard Company, a global technology products and services provider (2013–2015). Earlier, he was an investment partner at Silver Lake Partners, a global private equity firm focused on technology (2004–2013), an Associate at Goldman Sachs & Co. (2001–2004), and served as a Captain in the U.S. Army’s Armor branch (1994–1999). Mr. Morgenfeld holds a B.S. from the United States Military Academy at West Point, where he graduated first in his class, and earned an M.B.A. from Stanford University Graduate School of Business.
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.
| Dated: September 2, 2025 | Axon Enterprise, Inc. | ||||||||||
| By: | /s/ ISAIAH FIELDS | ||||||||||
| Isaiah Fields Chief Legal Officer | |||||||||||