UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 May 10, 2024, Axon Enterprise, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”), at which the Company’s shareholders approved an amendment and restatement of the Company 2022 Stock Incentive Plan (the “Amended Plan”), the Company 2024 eXponential Stock Plan (the “2024 Employee XSP”) and the CEO Performance Award (the “2024 CEO Performance Award”). Please see Item 5.07 below for additional information. The Company’s Board of Directors (the “Board”) approved the Amended Plan on March 15, 2024 and the 2024 Employee XSP on October 14, 2023, in each case, subject to shareholder approval. The Compensation Committee of the Board approved and granted the 2024 CEO Performance Award to the Company’s founder and Chief Executive Officer, Patrick W. Smith, effective as of December 22, 2023, subject to shareholder approval.
The purpose of the Amended Plan is to make available an additional 2,231,811 shares of the Company’s common stock for grants of future equity incentive awards under the Amended Plan, ensuring that the Company will continue to have a sufficient supply of shares for ordinary course equity incentive grants. No awards have been granted at this time under the Amended Plan to the Company’s executive officers who are subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934 (the “Section 16 Officers”).
The 2024 Employee XSP provides for the grant of eXponential Stock Units (“XSUs”) to employee participants, including the Section 16 Officers. As of the date of this Current Report on Form 8-K, the following Section 16 Officers were granted XSU awards under the 2024 Employee XSP: (i) Joshua M. Isner (475,372 XSUs); (ii) Brittany Bagley (213,918 XSUs); (iii) Jeffrey C. Kunins (144,323 XSUs); and (iv) Cameron Brooks (110,667 XSUs). Such XSU grants became effective simultaneously with shareholder approval at the Annual Meeting.
Upon shareholder approval of the 2024 CEO Performance Award at the Annual Meeting, the 2024 CEO Performance Award was effectuated and Mr. Smith received a grant of 679,102 XSUs. For additional details with respect to Mr. Smith’s previously disclosed current compensatory arrangement, see the Company’s Current Report filed on Form 8-K, dated as of December 14, 2023.
A summary of each of the Amended Plan, the 2024 Employee XSP and the 2024 CEO Performance Award is contained, under the heading “Proposal No. 2 - Approval of the Axon Enterprise, Inc. Amended and Restated 2022 Stock Incentive Plan”, “Proposal No. 3 - Approval of the Axon Enterprise, Inc. 2024 eXponential Stock Plan” and “Proposal No. 4 - Approval of the 2024 CEO Performance Award”, respectively, in the Company’s Definitive Proxy Statement (the “Definitive Proxy Statement”) on Schedule 14A filed with the U.S. Securities and Exchange Commission (“SEC”) on March 29, 2024.
The foregoing descriptions of the Amended Plan, the 2024 Employee XSP and the 2024 CEO Performance Award do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Plan, the 2024 Employee XSP and the 2024 CEO Performance Award that are filed as Exhibit 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 10, 2024, the Company held its Annual Meeting. The total number of shares of the Company’s common stock, par value of $0.00001 per share, voted in person or by proxy at the Annual Meeting was 67,578,597 representing approximately 89.6% of the 75,463,324 shares outstanding as of the March 15, 2024 record date and entitled to vote at the Annual Meeting. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, with respect to each matter considered at the Annual Meeting is set out below. For more information regarding these matters, please refer to the Company’s Definitive Proxy Statement relating to the Annual Meeting, which was filed with the SEC on March 29, 2024.
Proposal No. 1 — Election of Directors
The following nominees were elected directors for a term of one year (and until their successors are elected and qualified) by the votes indicated below.
FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||||||||||||
Erika Ayers Badan Adriane Brown Julie Cullivan Michael Garnreiter Caitlin Kalinowski Matthew R. McBrady Hadi Partovi Graham Smith Patrick W. Smith Jeri Williams | 59,722,774 53,703,739 58,786,980 56,589,199 59,536,678 58,854,997 56,900,606 59,006,902 59,828,343 59,683,611 | 428,073 6,453,662 1,350,154 3,551,722 627,509 1,177,175 3,180,626 1,147,819 414,253 492,392 | 194,633 188,079 208,346 204,559 181,293 313,308 264,248 190,759 102,844 169,477 | 7,233,117 7,233,117 7,233,117 7,233,117 7,233,117 7,233,117 7,233,117 7,233,117 7,233,117 7,233,117 | ||||||||||||
Proposal No. 2 — Approval of the Company’s Amended and Restated 2022 Stock Incentive Plan
The Company’s Amended and Restated 2022 Stock Incentive Plan was approved as follows:
Proposal No. 3 — Approval of the Company’s 2024 eXponential Stock Plan
The Company’s 2024 eXponential Stock Plan was approved as follows:
Proposal No. 4 — Approval of the Company’s 2024 CEO Performance Award
The Company’s 2024 CEO Performance Award was approved as follows:
Proposal No. 5 — Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers ("Say-on-Pay")
The non-binding advisory vote to approve the compensation of the Company’s named executive officers was approved as follows:
Proposal No. 6 — Ratification of Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for fiscal year 2024 was approved by the votes indicated below. There were no broker non-votes on this proposal.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Exhibit Description |
10.1 | |
10.2 | |
10.3 | |
104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
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.
Dated: May 13, 2024 | Axon Enterprise, Inc. |
| |
By: | /s/ ISAIAH FIELDS | ||
Isaiah Fields | |||
Chief Legal Officer and Corporate Secretary | |||
Document and Entity Information Document |
May 10, 2024 |
|---|---|
| Cover page. | |
| Document Type | 8-K |
| Document Period End Date | May 10, 2024 |
| Entity Registrant Name | Axon Enterprise, Inc. |
| Entity Central Index Key | 0001069183 |
| Amendment Flag | false |
| Entity Incorporation, State or Country Code | DE |
| Entity File Number | 001-16391 |
| Entity Tax Identification Number | 86-0741227 |
| Entity Address, Address Line One | 17800 N. 85th St. |
| Entity Address, City or Town | Scottsdale |
| Entity Address, State or Province | AZ |
| Entity Address, Postal Zip Code | 85255 |
| City Area Code | 480 |
| Local Phone Number | 991-0797 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.00001 Par Value |
| Trading Symbol | AXON |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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