Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
August 17 2023 - 3:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
AEROVIRONMENT, INC.
(Name of Registrant as Specified
in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ¨ | Fee paid with preliminary materials: |
| ¨ | Fee computed on table in exhibit
required by Item 25(b) per |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1368622/000110465923093029/tm232516d4_defa14a-img001.jpg)
| ANNUAL MEETING OF STOCKHOLDERS OF
AEROVIRONMENT, INC.
September 29, 2023
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, Proxy Statement, Proxy Card and Annual Report/10-K
are available at https://investor.avinc.com/financial-information/financial-filings-and-releases
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
Signature of Stockholder Date: Signature of Stockholder Date:
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method.
Proposal 2. To ratify the selection of Deloitte & Touche LLP as the
company’s independent registered public accounting
firm for the fiscal year ending April 30, 2024:
Proposal 3. Non-binding advisory vote on the compensation of the
company’s Named Executive Officers:
Proposal 4. Non-binding advisory vote on the frequency of
future non-binding advisory votes on the compen-sation of our Named Executive Officers:
Proposal 5. Approve the AeroVironment, Inc. 2023 Employee Stock
Purchase Plan:
Proposal 6. Advisory vote on stockholder proposal seeking declassi-fication of the Board of Directors:
The undersigned hereby revokes any other proxy to vote at the annual meeting, and hereby ratifies and confirms all that said attorneys and proxies, and each of them, may lawfully do by virtue hereof. With respect to matters not known at the time of the solicitation hereof, said proxies are authorized to vote in accordance with their best judgment.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ABOVE OR, TO THE EXTENT NO CONTRARY DIRECTION IS INDICATED, WILL BE TREATED AS A GRANT OF AUTHORITY TO VOTE FOR EACH OF THE NOMINEES IN PROPOSAL 1 AND FOR PROPOSALS 2, 3 AND 5, A VOTE OF "1 YEAR" FOR PROPOSAL 4, AND A VOTE AGAINST PROPOSAL 6. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXYCONFERS AUTHORITY TO AND SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE PROXIES.
The undersigned acknowledges receipt of a copy of the notice of annual meeting and accompanying
proxy statement dated August 17, 2023 relating to the annual meeting.
FOR AGAINST ABSTAIN
A VOTE FOR EACH OF THE NOMINEES IN PROPOSAL 1 AND FOR PROPOSALS 2, 3 AND 5,
A VOTE OF "1 YEAR" FOR PROPOSAL 4, AND A VOTE AGAINST PROPOSAL 6 IS RECOMMENDED BY THE BOARD OF DIRECTORS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
Please detach along perforated line and mail in the envelope provided. ------------------ ----------------
092923
MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING.
GO GREEN
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FOR AGAINST ABSTAIN
Proposal 1. To elect the board of directors’ three nominess as directors:
Nominees
1a. Philip S. Davidson
1b. Mary Beth Long
1b. Stephen F. Page
FOR AGAINST ABSTAIN
1 YEAR 2 YEARS 3 YEARS ABSTAIN
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN |
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