AeroVironment Files 8-K on Shareholder Votes and Exhibits

TL;DR

AVN filed an 8-K for shareholder votes and financial exhibits as of Sept 27.

AI Summary

AeroVironment, Inc. filed an 8-K on October 3, 2024, reporting on events that occurred on September 27, 2024. The filing indicates that the company submitted matters to a vote of its security holders and included financial statements and exhibits. No specific financial figures or details of the matters voted upon were immediately apparent in the provided text.

Why It Matters

This filing informs investors about significant corporate actions, including votes by security holders and the submission of financial exhibits, which can impact the company's governance and financial reporting.

Risk Assessment

Risk Level: low — The filing is procedural and reports on standard corporate events without immediate financial implications or significant new information.

Key Players & Entities

• AeroVironment, Inc. (company) — Registrant
• September 27, 2024 (date) — Date of earliest event reported
• October 3, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value AVAV The NASDAQ Stock Marke

Filing Documents

• tm2425465d1_8k.htm (8-K) — 44KB
• tm2425465d1_ex3-1.htm (EX-3.1) — 45KB
• tm2425465d1_ex3-2.htm (EX-3.2) — 162KB
• 0001104659-24-105632.txt ( ) — 472KB
• avav-20240927.xsd (EX-101.SCH) — 3KB
• avav-20240927_lab.xml (EX-101.LAB) — 33KB
• avav-20240927_pre.xml (EX-101.PRE) — 22KB
• tm2425465d1_8k_htm.xml (XML) — 4KB

03. Amendments to Articles of Incorporation or Bylaws; Change

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 oth

07. Submission of Matters to a Vote of Security Holders

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. 2 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

01. Financial Statements and Exhibits

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) 3 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 4