Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 13, 2019



(Exact name of registrant as specified in its charter)







(State or other jurisdiction of


(Commission File Number)


(I.R.S. Employer Identification No.)

incorporation or organization)






900 Innovators Way



Simi Valley, California



(Address of Principal Executive Offices)


(Zip Code)


Registrant’s telephone number, including area code: (805) 581-2187


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 (see General Instruction A.2. below):


o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Common Stock, $0.0001 par value




The Nasdaq Stock Market LLC


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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On May 13, 2019, Kirk J. Flittie, Senior Vice President and General Manager of AeroVironment, Inc. (the “Company”), notified the Company of his intent to resign and retire from the Company due to personal health reasons, effective July 13, 2019.  It is expected that the Company and Mr. Flittie will enter into a consulting agreement pursuant to which Mr. Flittie will provide consulting services to the Company for a period of time after his retirement.


Item 7.01. Regulation FD Disclosure.


On May 16, 2019, the Company issued a press release announcing Mr. Flittie’s resignation from the Company.  A copy of the Company’s press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.


The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.


Item 8.01.  Other Events.


On May 16, 2019, the Company purchased ¥500,000,000 JPY (approximately $4.6 million) of additional shares of HAPSMobile, Inc. to maintain its 10 percent ownership interest HAPSMobile, Inc., its joint venture with SoftBank Corp.  In conjunction with HAPSMobile’s previously announced plan to invest $125 million in Loon LLC and a related capital raise, the Company expects that its ownership percentage will be subsequently diluted to no less than 5 percent.


Item 9.01 Financial Statements and Exhibits


(d)  Exhibits.










Press release issued by AeroVironment, Inc., dated May 16, 2019






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.






Date: May 16, 2019


/s/ Wahid Nawabi



Wahid Nawabi



President and Chief Executive Officer



Exhibit 99.1



AeroVironment Announces Retirement of General Manager Kirk Flittie


SIMI VALLEY, Calif., May 16, 2019 — AeroVironment, Inc. (NASDAQ:AVAV), a global leader in Unmanned Aircraft Systems (UAS) for both defense and commercial applications, today announced the retirement of Kirk Flittie, senior vice president and general manager.  Flittie will retire due to health reasons on July 13, 2019 and will provide consulting services for a period of time thereafter to support his transition.


“Our Board of Directors and senior management team thank Kirk Flittie for his service to the company,” said Wahid Nawabi, AeroVironment president and chief executive officer.  “Kirk has invested more than 20 years into supporting our customers and developing our people.  His servant leadership and positive attitude left an indelible impact that will continue to benefit AeroVironment for years to come.  We wish him the best in his retirement.”


About AeroVironment, Inc.


AeroVironment (NASDAQ: AVAV) provides customers with more actionable intelligence so they can proceed with certainty. Based in California, AeroVironment is a global leader in unmanned aircraft systems and tactical missile systems, and serves defense, government and commercial customers. For more information visit www.avinc.com.


Safe Harbor Statement


Certain statements in this press release may constitute “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from those expressed or implied. Factors that could cause actual results to differ materially from the forward-looking



statements include, but are not limited to, our ability to perform under existing contracts and obtain additional contracts; changes in the regulatory environment; the activities of competitors; failure of the markets in which we operate to grow; failure to expand into new markets; failure to develop new products or integrate new technology with current products; and general economic and business conditions in the United States and elsewhere in the world. For a further list and description of such risks and uncertainties, see the reports we file with the Securities and Exchange Commission. We do not intend, and undertake no obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.


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AeroVironment, Inc.
Steven Gitlin
+1 (850) 520-8350


Mark Boyer
For AeroVironment, Inc.
+1 (310) 229-5596