AEROVIRONMENT,INC. (NASDAQ:AVAV) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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AEROVIRONMENT,INC. (NASDAQ:AVAV) Files An 8-K Submission of Matters to a Vote of Security Holders
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 September28, 2017, at 9:00a.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 ClassII directors for a three-year term as follows:

NumberofShares

NameofDirector

For

Withheld

BrokerNon-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 April30, 2018. The Company’s stockholders ratified the selection of Ernst& Young LLP as follows:

NumberofShares

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:

NumberofShares

For

Against

Abstain

BrokerNon-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:

NumberofShares

1Year

2Years

3Years

Abstain

BrokerNon-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

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.


About AEROVIRONMENT,INC. (NASDAQ:AVAV)

AeroVironment, Inc. designs, develops, produces, supports and operates a portfolio of products and services for government agencies, businesses and consumers. The Company operates through two segments: Unmanned Aircraft Systems (UAS), which focuses primarily on the design, development, production, support and operation of UAS and tactical missile systems that provide situational awareness, multi-band communications, force protection and other mission effects, and Efficient Energy Systems (EES), which focuses primarily on the design, development, production, marketing, support and operation of electric energy systems. The Company supplies UAS, tactical missile systems and related services primarily to organizations within the United States Department of Defense (DoD). The Company also supplies charging systems and services for electric vehicles (EVs), and power cycling and test systems to commercial, consumer and government customers.