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 5.07 | Submission of Matters to a Vote of Security Holders |
On June 27, 2024, the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of AgEagle Aerial Systems Inc. (the “Company”) was held. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.
1. Election of Directors.
The following five (5) director nominees were elected to serve as directors of the Company, with the following votes tabulated:
| For | Withheld | Broker Non-Vote | ||||||||||
| William Irby | 1,877,343 | 254,041 | 2,083,345 | |||||||||
| Grant Begley | 1,850,229 | 281,155 | 2,083,345 | |||||||||
| Thomas Gardner | 1,846,681 | 284,703 | 2,083,345 | |||||||||
| Kelly J. Anderson | 1,862,219 | 269,165 | 2,083,345 | |||||||||
| Malcolm Frost | 1,879,597 | 251,787 | 2,083,345 | |||||||||
2. Advisory Vote on Compensation of Named Executive Officers (“Say-on-Pay”).
The compensation of the Company’s named executive officer was approved, on an advisory basis, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 1,687,623 | 339,782 | 52,724 | 2,083,345 | |||||||||||
3. Ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
The appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 3,847,087 | 263,690 | 52,697 | 0 | |||||||||||
4. Approval of the issuance of shares of the Company’s common stock representing more than 20% of the Company’s common stock outstanding upon conversion of the convertible note in accordance with NYSE American Rule 713(a)(ii).
The issuance of shares of the Company’s common stock representing more than 20% of the Company’s common stock outstanding upon conversion of the convertible note in accordance with NYSE American Rule 713(a)(ii) was not approved, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 567,286 | 393,441 | 1,119,402 | 2,083,345 | |||||||||||
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SIGNATURES
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: July 2, 2024 | AGEAGLE AERIAL SYSTEMS INC. | |
| By: | /s/ Mark DiSiena | |
| Name: | Mark DiSiena | |
| Title: | Chief Financial Officer | |
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