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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): September 23, 2022



(Exact name of registrant as specified in its charter)


Delaware   001-33261   95-2705790
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer Identification No.)
incorporation or organization)        


241 18th Street South, Suite 415    
Arlington, Virginia   22202
(Address of Principal Executive Offices)   (Zip Code)


Registrant’s telephone number, including area code: (805) 520-8350


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):


¨    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))


 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 AVAV 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 ¨


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. ¨





Item 5.07.   Submission of Matters to a Vote of Security Holders.


The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of AeroVironment, Inc. (the “Company”) was held on virtually September 23, 2022, at 12:00 p.m., Eastern Time. A brief description of matters voted upon at the meeting and the final voting results are set forth below:


Proposal 1 — Election of Directors


The Company’s stockholders elected the two persons nominated by the Board of Directors as Class I directors for a three-year term as follows:


Number of Shares


Name of Director  For   Against   Abstain   Broker Non-Votes 
Charles Thomas Burbage  17,907,378   46,066   341,995   2,046,437 
Edward R. Muller  18,185,163   47,299   62,977   2,046,437 


Each of the above directors shall serve for a term of three years 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, 2023. The Company’s stockholders ratified the selection of Deloitte & Touche LLP as follows:


Number of Shares


For  Against   Abstain 
20,275,197  29,948   36,730 


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 
18,005,971   251,748   37,720   2,046,437 







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: September 29, 2022 By: /s/ Melissa Brown
    Melissa Brown
    Vice President, General Counsel & Corporate Secretary