8-K 1 a17-22825_18k.htm 8-K

 

 

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 of 1934

 

Date of Report (Date of earliest event reported): September 28, 2017

 

AEROVIRONMENT, INC.

(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)

 

 

 

 

 

800 Royal Oaks Drive, Suite 210

 

 

Monrovia, CA

 

91016

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (626) 357-9983

 

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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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 o

 

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. o

 

 

 


 

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

 

The 2017 Annual Meeting of Stockholders of AeroVironment, Inc. (the “Company”) was held on September 28, 2017, at 9:00 a.m., Pacific Time, at the Company’s offices at 994 Innovators Way, Simi Valley, CA 93065. 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

 

16,556,974

 

111,631

 

3,402,094

 

Wahid Nawabi

 

16,488,540

 

180,065

 

3,402,094

 

Stephen F. Page

 

16,553,318

 

115,287

 

3,402,094

 

 

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 Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2018. The Company’s stockholders ratified the selection of Ernst & Young LLP as follows:

 

 

Number of Shares

 

For

 

Against

 

Abstain

 

19,862,997

 

154,901

 

52,801

 

 

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

 

16,551,385

 

73,406

 

43,812

 

3,402,096

 

 

Proposal 4 — Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers

 

The Company’s stockholders voted on an advisory basis, to hold future advisory votes on the compensation of the Company’s named executive officers annually by the following vote:

 

 

Number of Shares

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-Votes

 

12,620,407

 

47,386

 

3,928,299

 

72,513

 

3,402,094

 

 

The Company has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by the Company’s board of directors in the proxy statement for the 2017 Annual Meeting of

 

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Stockholders, that the Company will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say on pay votes.

 

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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 4, 2017

By:

/s/ Wahid Nawabi

 

 

Wahid Nawabi

 

 

President and Chief Executive Officer

 

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