UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 25, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of AeroVironment, Inc. (the “Company”), the Company’s stockholders approved the amendment and restatement of the Company’s 2021 Equity Incentive Plan, which increases the number of shares of common stock reserved for issuance under the 2021 Equity Incentive Plan by 1,200,000 shares and makes other reconciling, minor, technical, and administrative updates (the “Restated 2021 Equity Incentive Plan”). Under the Restated 2021 Equity Incentive Plan, no more than 5,000,000 shares may be issued upon the exercise of incentive stock options (“ISOs”) and no ISOs may be granted under the Restated 2021 Equity Incentive Restated Plan after the tenth anniversary of the date our Board of Directors approved the Restated 2021 Equity Incentive Plan. The Company’s Board of Directors approved the Restated 2021 Equity Incentive Plan, subject to stockholder approval, on August 6, 2025; the Restated 2021 Equity Incentive Plan became effective immediately upon stockholder approval at the Annual Meeting.
The Restated 2021 Equity Incentive Plan is further described in the section entitled “Proposal No. 4 – Management Proposal to Approve the Amendment and Restatement of the Company’s 2021 Equity Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 13, 2025. Our employees (including our executive officers), consultants and directors and the employees and consultants of our subsidiaries are eligible to receive awards under the Restated Plan. The foregoing description of the Restated 2021 Equity Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the stockholder-approved Restated 2021 Equity Incentive Plan, which is filed as Appendix A to the Proxy Statement and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Below is a brief description of each matter submitted to a vote at the Annual Meeting, as well as the final voting results with respect to each matter. For more information about these proposals, please refer to the Company’s 2025 Proxy Statement.
Proposal 1 — Election of Directors
The Company’s stockholders elected the four persons nominated by the Board of Directors as Class I directors for a one-year term as follows:
| Number of Shares | |||||||||
| Name of Director | For | Against | Abstain | Broker Non-Votes | |||||
| Edward Muller | 35,645,433 | 762,059 | 398,290 | 3,315,598 | |||||
| Charles Thomas Burbage | 33,351,292 | 2,892,972 | 561,518 | 3,315,598 | |||||
| David Wodlinger | 36,204,052 | 554,577 | 47,153 | 3,315,598 | |||||
| Henry Albers | 36,181,362 | 578,647 | 45,773 | 3,315,598 | |||||
Each of the above directors shall serve for a term of one year, ending at the Company’s 2026 annual meeting of stockholders, 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, 2026. The Company’s stockholders ratified the selection of Deloitte & Touche LLP as follows:
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| Number of Shares | |||||
| For | Against | Abstain | |||
| 40,040,332 | 33,185 | 47,863 | |||
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 | ||||
| 35,477,680 | 904,805 | 423,297 | 3,315,598 | ||||
Proposal 4 — Management Proposal to Approve the Amendment and Restatement of the Company’s 2021 Equity Incentive Plan
The stockholders approved the Restated 2021 Equity Incentive Plan by the following vote:
| Number of Shares | |||||||
| For | Against | Abstain | Broker Non-Votes | ||||
| 35,958,376 | 424,318 | 423,088 | 3,315,598 | ||||
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 10.1 (1) | Amended and Restated 2021 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| (1) | Incorporated by reference herein to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed August 13, 2025 (File No. 001-33261). |
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SIGNATURE
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.
| AEROVIRONMENT, INC. | ||
| Date: October 1, 2025 | By: | /s/ Melissa Brown |
| Melissa Brown | ||
| Executive Vice President, Chief Legal and Compliance Officer & Corporate Secretary | ||
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