AeroVironment Reports Director Changes and Officer Compensation

TL;DR

AVAV board shakeup and exec pay details filed.

AI Summary

AeroVironment Inc. filed an 8-K on September 25, 2025, reporting on the departure of a director, the election of new directors, and compensatory arrangements for certain officers. The filing also covers the submission of matters to a vote of security holders and includes financial statements and exhibits.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance matters and does not appear to involve significant financial risks or operational changes.

Key Players & Entities

• AeroVironment Inc. (company) — Registrant
• September 25, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

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

Filing Documents

• tm2527705d1_8k.htm (8-K) — 43KB
• 0001104659-25-095441.txt ( ) — 207KB
• avav-20250925.xsd (EX-101.SCH) — 3KB
• avav-20250925_lab.xml (EX-101.LAB) — 33KB
• avav-20250925_pre.xml (EX-101.PRE) — 22KB
• tm2527705d1_8k_htm.xml (XML) — 4KB

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 25, 2025, at the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of AeroVironment, Inc. (the "Company"), the Company's stockholders approved the amendment and restatement of the Company's 2021 Equity Incentive Plan, which increases the number of shares of common stock reserved for issuance under the 2021 Equity Incentive Plan by 1,200,000 shares and makes other reconciling, minor, technical, and administrative updates (the "Restated 2021 Equity Incentive Plan"). Under the Restated 2021 Equity Incentive Plan, no more than 5,000,000 shares may be issued upon the exercise of incentive stock options ("ISOs") and no ISOs may be granted under the Restated 2021 Equity Incentive Restated Plan after the tenth anniversary of the date our Board of Directors approved the Restated 2021 Equity Incentive Plan. The Company's Board of Directors approved the Restated 2021 Equity Incentive Plan, subject to stockholder approval, on August 6, 2025; the Restated 2021 Equity Incentive Plan became effective immediately upon stockholder approval at the Annual Meeting. The Restated 2021 Equity Incentive Plan is further described in the section entitled "Proposal No. 4 – Management Proposal to Approve the Amendment and Restatement of the Company's 2021 Equity Incentive Plan" in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 13, 2025. Our employees (including our executive officers), consultants and directors and the employees and consultants of our subsidiaries are eligible to receive awards under the Restated Plan. The foregoing description of the Restated 2021 Equity Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the stockholder-approved Restated 2021 Equity Incentive Plan

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. Below is a brief description of each matter submitted to a vote at the Annual Meeting, as well as the final voting results with respect to each matter. For more information about these proposals, please refer to the Company's 2025 Proxy Statement. Proposal 1 — Election of Directors The Company's stockholders elected the four persons nominated by the Board of Directors as Class I directors for a one-year term as follows: Number of Shares Name of Director For Against Abstain Broker Non-Votes Edward Muller 35,645,433 762,059 398,290 3,315,598 Charles Thomas Burbage 33,351,292 2,892,972 561,518 3,315,598 David Wodlinger 36,204,052 554,577 47,153 3,315,598 Henry Albers 36,181,362 578,647 45,773 3,315,598 Each of the above directors shall serve for a term of one year, ending at the Company's 2026 annual meeting of stockholders, and until his successor has been duly elected and qualified. 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, 2026. The Company's stockholders ratified the selection of Deloitte & Touche LLP as follows: 2 Number of Shares For Against Abstain 40,040,332 33,185 47,863 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 35,477,680 904,805 423,297 3,315,598 Proposal 4—Management Proposal to Approve the Amendment and Restatement of the Company's 2021 Equity Incentive Plan The stockholders approved the Restated 2021 Equity Incentive Plan by the following vote: Number of Shares For Against Absta

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 10.1 (1) Amended and Restated 2021 Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) (1) Incorporated by reference herein to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed August 13, 2025 (File No. 001-33261). 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 1, 2025 By: /s/ Melissa Brown Melissa Brown Executive Vice President, Chief Legal and Compliance Officer & Corporate Secretary 4