UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
AeroVironment, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
008073108
(CUSIP Number)
GLENN W. WELLING
ENGAGED CAPITAL, LLC
610 Newport Center Drive, Suite 250
Newport Beach, California 92660
(949) 734-7900
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
September 11, 2013
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 008073108
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1
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NAME OF REPORTING PERSON
Engaged Capital Master Feeder I, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
1,043,805
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
1,043,805
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||
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10
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SHARED DISPOSITIVE POWER
- 0 -
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,043,805
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
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14
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TYPE OF REPORTING PERSON
PN
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2
CUSIP NO. 008073108
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1
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NAME OF REPORTING PERSON
Engaged Capital Master Feeder II, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
109,296
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
109,296
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||
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10
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SHARED DISPOSITIVE POWER
- 0 -
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,296
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||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
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14
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TYPE OF REPORTING PERSON
PN
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3
CUSIP NO. 008073108
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1
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NAME OF REPORTING PERSON
Engaged Capital I, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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||
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,043,805
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|
|
8
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SHARED VOTING POWER
- 0 -
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||
|
9
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SOLE DISPOSITIVE POWER
1,043,805
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||
|
10
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SHARED DISPOSITIVE POWER
- 0 -
|
||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,043,805
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
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||
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14
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TYPE OF REPORTING PERSON
PN
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||
4
CUSIP NO. 008073108
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1
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NAME OF REPORTING PERSON
Engaged Capital I Offshore, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
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|
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3
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SEC USE ONLY
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||
|
4
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SOURCE OF FUNDS
OO
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||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,043,805
|
|
|
8
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SHARED VOTING POWER
- 0 -
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||
|
9
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SOLE DISPOSITIVE POWER
1,043,805
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||
|
10
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SHARED DISPOSITIVE POWER
- 0 -
|
||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,043,805
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
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14
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TYPE OF REPORTING PERSON
CO
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5
CUSIP NO. 008073108
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1
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NAME OF REPORTING PERSON
Engaged Capital II, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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|
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3
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SEC USE ONLY
|
||
|
4
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SOURCE OF FUNDS
OO
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||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
109,296
|
|
|
8
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SHARED VOTING POWER
- 0 -
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||
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9
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SOLE DISPOSITIVE POWER
109,296
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||
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10
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SHARED DISPOSITIVE POWER
- 0 -
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,296
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||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
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|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
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14
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TYPE OF REPORTING PERSON
PN
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6
CUSIP NO. 008073108
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1
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NAME OF REPORTING PERSON
Engaged Capital, LLC
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
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|
|
3
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SEC USE ONLY
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||
|
4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
1,153,101
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8
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SHARED VOTING POWER
- 0 -
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9
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SOLE DISPOSITIVE POWER
1,153,101
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||
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10
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SHARED DISPOSITIVE POWER
- 0 -
|
||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,153,101
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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||
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14
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TYPE OF REPORTING PERSON
OO
|
||
7
CUSIP NO. 008073108
|
1
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NAME OF REPORTING PERSON
Engaged Capital Holdings, LLC
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||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
SOURCE OF FUNDS
OO
|
||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,153,101
|
|
|
8
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SHARED VOTING POWER
- 0 -
|
||
|
9
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SOLE DISPOSITIVE POWER
1,153,101
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||
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10
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SHARED DISPOSITIVE POWER
- 0 -
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,153,101
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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||
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14
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TYPE OF REPORTING PERSON
OO
|
||
8
CUSIP NO. 008073108
|
1
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NAME OF REPORTING PERSON
Glenn W. Welling
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
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SOURCE OF FUNDS
OO
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||
|
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
|
|
8
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SHARED VOTING POWER
1,153,101
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||
|
9
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SOLE DISPOSITIVE POWER
- 0 -
|
||
|
10
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SHARED DISPOSITIVE POWER
1,153,101
|
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,153,101
|
||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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||
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14
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TYPE OF REPORTING PERSON
IN
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||
9
CUSIP NO. 008073108
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended to add the following:
On September 11, 2013, Engaged Capital delivered a letter to the board of directors of the Issuer (the “Board”). In the letter, Engaged Capital notes the Board’s behavior since receiving its director nomination notice in June reflects a disregard for independent shareholders and obliviousness to the responsibilities of public company directors. The Board’s self-serving actions have led Engaged Capital to conclude that a single Board seat is not adequate to address the concerns of the Issuer’s independent shareholders.
Rather than obtaining only one Board seat, Engaged Capital believes it can be more effective holding the Board accountable over the next twelve months by freely communicating with shareholders, analysts, and financial advisors. Accordingly, Engaged Capital has decided to withdraw its nomination of a single candidate for election at this year’s annual meeting of the shareholders of the Issuer (the “Annual Meeting”). In its letter, Engaged Capital also noted its decision to withhold votes for all three of the Issuer’s director nominees at the Annual Meeting as Engaged Capital does not consider these candidates to be independent.
The full text of the September 11, 2013 letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby amended to add the following:
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99.1
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Letter to the Board of Directors, dated September 11, 2013.
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10
CUSIP NO. 008073108
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 11, 2013
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Engaged Capital Master Feeder I, LP
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||||
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By:
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Engaged Capital, LLC
General Partner
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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|||
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Title:
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Managing Member and Chief Investment Officer
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|||
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Engaged Capital Master Feeder II, LP
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|||
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By:
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Engaged Capital, LLC
General Partner
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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||
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Title:
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Managing Member and Chief Investment Officer
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Engaged Capital I, LP
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|||
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By:
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Engaged Capital, LLC
General Partner
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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Title:
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Managing Member and Chief Investment Officer
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Engaged Capital I Offshore, Ltd.
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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Title:
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Director
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11
CUSIP NO. 008073108
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Engaged Capital II, LP
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By:
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Engaged Capital, LLC
General Partner
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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Title:
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Managing Member and Chief Investment Officer
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Engaged Capital, LLC
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|||
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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||
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Title:
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Managing Member and Chief Investment Officer
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Engaged Capital Holdings, LLC
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|||
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By:
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/s/ Glenn W. Welling
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Name:
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Glenn W. Welling
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Title:
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Sole Member
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/s/ Glenn W. Welling
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Glenn W. Welling
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12
Exhibit 99.1
September 11, 2013
Members of the Board of Directors
AeroVironment, Inc.
181 W. Huntington Drive, Suite 202
Monrovia, CA 91016
Dear Members of the Board,
We are extremely disappointed with the way our interactions have progressed over the past several months. Since receiving our nomination notice in June, the decisions of the Board of Directors (the “Board”) of AeroVironment, Inc. (“AVAV” or the “Company”) have visibly reaffirmed the Board’s disregard for independent shareholders and obliviousness to the responsibilities of public company directors. As one of AVAV’s largest shareholders, it is frustrating to witness the Board’s lack of interest in challenging the status quo or desire to explore new strategies. The Board’s “circle the wagons” response to our involvement is particularly troubling given the fact that AVAV has created no shareholder value since the Company’s IPO over six years ago.
As with all of our investments, our intent since first taking a position in AVAV almost a year ago has been to work constructively with the Board and management to maximize shareholder value. However, our recent experience with the incumbent Board has led us to doubt that this is a possibility. Barring a change in the Board’s position, we believe more than one Board seat will be needed to adequately address the concerns of AVAV’s independent shareholders. Accordingly, we are withdrawing our nomination for the election of a single candidate at this year’s annual meeting. We have concluded that, rather than having one Board seat, we can be more effective in holding this Board accountable over the next twelve months by freely communicating with shareholders, analysts, advisors, and the financial community at large.
We remain committed to improving the corporate governance profile of the Company for the benefit of all shareholders. The recent nominations of Messrs. Burbage and Muller to the Board are a step in the wrong direction. Given the close ties we believe they have to existing directors, combined with the candidacy of Mr. Holland, an acknowledged insider due to the consulting fees he earns from the Company, Engaged Capital intends to withhold its votes with respect to the election of all three of this year’s nominees. Further, we reiterate our call for the Board to proactively begin the declassification process, rather than wait for a shareholder proposal, which is inevitable.
This process has been needlessly difficult for both parties given that our interests should be aligned. We urge the Board and management to broaden their perspective and implement our suggestions for shareholder value creation in order to avoid a contested situation next year. We are resolute in our determination to ensure this Board acts in the best interest of shareholders such that the Company’s equity valuation finally reflects the great business that we collectively own. We look forward to working constructively with you towards that end over the next twelve months.
Sincerely,
/s/ Glenn W. Welling
Glenn W. Welling