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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 25, 2020



(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)        


900 Innovators Way    
Simi Valley, California   93065
(Address of Principal Executive Offices)   (Zip Code)


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


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


Title of Class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.0001 per share AVAV The NASDAQ Stock Market LLC


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))


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 2020 Annual Meeting of Stockholders of AeroVironment, Inc. (the “Company”) was held on virtually September 25, 2020, at 9:00 a.m., Pacific 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 three persons nominated by the Board of Directors as Class II directors for a three-year term as follows:


Number of Shares  


Name of Director  For   Withheld   Broker Non-Votes 
Catharine Merigold   15,508,002    1,999,069    2,788,884 
Wahid Nawabi   17,300,635    206,435    2,788,884 
Stephen F. Page   17,025,950    481,121    2,788,884 


Each of the above directors shall serve for a term of three years and until his or her 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, 2021. The Company’s stockholders ratified the selection of Deloitte & Touche LLP as follows:


Number of Shares 
For   Against   Abstain 
 20,203,791    60,305    31,858 


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 
 17,154,421    309,723    42,927    2,788,884 







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 30, 2020 By: /s/ Wahid Nawabi
    Wahid Nawabi
    President and Chief Executive Officer