Axon Enterprise Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$AXON
Ordnance And Accessories
Industrials
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)
________________________________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(480 ) 991-0797
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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:
| 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)) | |||||
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 o
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 29, 2025, Axon Enterprise, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders (“Annual Meeting”). The total number of shares of the Company’s common stock, par value of $0.00001 per share, voted in person or by proxy at the Annual Meeting was 69,939,312 representing approximately 89.8% of the 77,848,148 shares outstanding as of the March 31, 2025 record date and entitled to vote at the Annual Meeting. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, with respect to each matter considered at the Annual Meeting is set out below. For more information regarding these matters, please refer to the Company’s amended Annual Report to Shareholders for the year ended December 31, 2024 on Form ARS relating to the Annual Meeting, which was filed with the SEC on May 12, 2025.
Proposal No. 1 — Election of Directors
The following nominees were elected directors for a term of one year (and until their successors are elected and qualified) by the votes indicated below.
| FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||||||||||||||||||||||
| Erika Ayers Badan | 60,532,063 | 873,845 | 102,801 | 8,430,603 | ||||||||||||||||||||||
| Adriane Brown | 58,039,341 | 3,415,712 | 53,656 | 8,430,603 | ||||||||||||||||||||||
| Julie Cullivan | 57,170,662 | 4,240,583 | 97,464 | 8,430,603 | ||||||||||||||||||||||
| Michael Garnreiter | 57,585,621 | 3,618,066 | 305,022 | 8,430,603 | ||||||||||||||||||||||
| Caitlin Kalinowski | 60,803,823 | 650,559 | 54,327 | 8,430,603 | ||||||||||||||||||||||
| Matthew McBrady | 60,443,657 | 1,007,879 | 57,173 | 8,430,603 | ||||||||||||||||||||||
| Hadi Partovi | 47,261,760 | 14,200,206 | 46,743 | 8,430,603 | ||||||||||||||||||||||
| Graham Smith | 58,202,637 | 3,250,118 | 55,954 | 8,430,603 | ||||||||||||||||||||||
| Patrick Smith | 60,937,387 | 517,817 | 53,505 | 8,430,603 | ||||||||||||||||||||||
| Jeri Williams | 60,837,000 | 619,350 | 52,359 | 8,430,603 | ||||||||||||||||||||||
Proposal No. 2 — Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers (“Say-on-Pay”)
The non-binding advisory vote to approve the compensation of the Company’s named executive officers was approved as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 41,045,381 | 20,288,102 | 175,226 | 8,430,603 | |||||||||||||||||
Proposal No. 3 — Ratification of Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for fiscal year 2025 was approved by the votes indicated below. There were no broker non-votes on this proposal.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 69,706,359 | 127,061 | 105,892 | — | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
Exhibit Number | Exhibit Description | |||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL | |||||||
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: June 2, 2025 | Axon Enterprise, Inc. | ||||||||||
| By: | /s/ ISAIAH FIELDS | ||||||||||
| Isaiah Fields Chief Legal Officer and Corporate Secretary | |||||||||||