UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

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

 

Date of Report (date of earliest event reported): July 15, 2020

 

AGEAGLE AERIAL SYSTEMS INC.

(Exact name of registrant as specified in charter)

 

Nevada 001-36492 88-0422242
(State of Incorporation)  (Commission File No.) (IRS Employer Identification No.)

 

117 S. 4th Street

Neodesha, Kansas 66757
(Address Of Principal Executive Offices) (Zip Code)

 

620-325-6363
(Registrant’s Telephone Number, Including Area Code)

 


(Former Name or Former Address, is Changed Since Last Report)

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))

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock UAVS NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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.

 

On July 15, 2020 AgEagle Aerial Systems Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”) to vote on the following matters:

 

1. Election of Directors

 

All of the following four nominees were elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve for a term of one year, until the next Annual Meeting and until their successors have been duly elected and have qualified.

 

Nominee  For  Withheld  Broker Non-Votes
Barrett Mooney   11,060,797    1,285,341    12,943,152 
Grant Begley   12,105,680    240,457    12,943,153 
Louisa Ingargiola   12,063,387    285,751    12,940,152 
Thomas Gardner   12,047,395    297,743    12,944,152 

 

2. Advisory Vote on Compensation of Named Executive Officers 

 

Shareholders have approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including, the compensation tables and accompanying narrative discussion set forth in the Proxy Statement, in accordance with the voting results listed below:

 

For  Against  Abstain  Broker Non-Vote
 11,386,585    807,451    152,101    12,943,153 

 

3. Advisory Vote on Frequency of Advisory Votes on Named Executive Officers

 

Shareholders were to vote whether advisory votes to approve named executive compensation should be submitted to shareholders every year, every two years or every three years. In accordance with the voting results listed below the majority of votes cast were for every year.

 

One Year: 7,019,029

Two Years: 393,929

Three Years: 4,557,037

 

4. Ratification of the Company’s Independent Auditors

 

Shareholders ratified the appointment of D. Brooks and Associates CPA’s, P.A. as the independent auditors of the Company for the fiscal year ended December 31, 2019, in accordance with the voting results listed below.

 

For  Against  Abstain   Broker Non-Vote
 24,437,911    640,863    205,015    5,501 

5. Increase the number of shares of Common Stock authorized for issuance under the Company’s Omnibus Stock Incentive Plan to 4,000,000.

Shareholders approved the increase in the authorized shares under the Company’s Omnibus Stock Incentive Plan, in accordance with the voting results listed below.

 

For   Against   Abstain   Broker Non-Votes
  10,638,397       1,471,232       146,507       13,033,154  
                             

Board of Directors Final Resolution on Frequency of Advisory Vote on Named Executive Compensation

 

The Company has decided to include an advisory shareholder vote on the compensation of executives in its proxy materials every year, which is in line with the shareholder’s advisory vote on the frequency.

 

2

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  AGEAGLE AERIAL SYSTEMS INC.
   
  By:  /s/ Nicole Fernandez-McGovern
  Name:

Nicole Fernandez-McGovern

  Title:

Chief Financial Officer

Dated: July 20, 2020

3