Item 5.02 Departure of Directors or Certain Officers; Election of Directors.
On August 9, 2021, Arnold L. Fishman, a member of the AeroVironment, Inc. (the
"Company") Board of Directors (the "Board"), notified the Board that he would
not stand for re-election as a director of the Company. Mr. Fishman's decision
not to stand for re-election was not due to any disagreement with the Company,
its auditors or advisors on any matter relating to the Company or its
operations, policies or practices. Mr. Fishman's term will end at the start of
the Company's 2021 annual meeting of stockholders, anticipated to be held on
September 24, 2021 (the "Annual Meeting").
On August 10, 2021, upon the recommendation of the Nominating and Corporate
Governance Committee of the Company, the Board (i) approved a board size
increase from eight (8) to nine (9) directors, adding a third director position
to the Class III directors, and (ii) appointed Cindy K. Lewis to the Board as a
Class III director, effective August 10, 2021. The terms of the Company's Class
III directors, including Ms. Lewis, expire at the Company's Annual Meeting or
upon the election and qualification of successor directors. Ms. Lewis has over
20 years of international business experience at AirBorn Consolidated Holdings,
Inc., a middle market employee owned company specializing in high reliability
electronics manufacturing, where she has served as President and Chief Executive
Officer since July 1998 and Chairperson since November 2013. Ms. Lewis has
served in the manufacturing industry for over 40 years, with experience in
accounting and finance, supply chain and manufacturing, information technology,
business development, distribution and general management.
There are no arrangements or understandings between Ms. Lewis and any other
person pursuant to which she was selected as a director. Ms. Lewis has no family
relationship with any director or executive officer of the Company and he has no
direct or indirect material interest in any transaction involving the Company
required to be disclosed under Item 404(a) of Regulation S-K. Ms. Lewis'
compensation for her Board service will be consistent with that provided to all
of the Company's non-employee directors as disclosed and updated in the
Company's proxy disclosures annually. In addition, the Company entered into an
indemnification agreement with Ms. Lewis in connection with her appointment to
the Board, in substantially the same form as entered into with the Company's
other directors, available as Exhibit 10.1 in the Company's Annual Report on
Form 10-K for the year ended April 30, 2021.
The Company previously announced on May 11, 2021 that Tim Conver, Chairman of
the Company's Board, would retire and not stand for re-election at the Annual
Meeting, at which time his term as a director will end. In conjunction with Mr.
Conver and Mr. Fishman not standing for re-election, on August 9, 2021, Wahid
Nawabi, the Company's President and Chief Executive Officer and a member of the
Board, notified the Board that, contingent upon his nomination to stand for
election as a Class III director at the Annual Meeting, he would resign as a
Class II director effective as of the start of the Annual Meeting, to achieve a
more equal balance of membership among the Company's three classes of directors
as contemplated by the Company's Amended and Restated Certificate of
Incorporation. As such, Mr. Nawabi's service as a Class II director would
terminate two years early and he would stand for election as a Class III
director at the Annual Meeting. On August 10, 2021, upon recommendation from the
Nominating and Corporate Governance Committee, the Board nominated Wahid Nawabi
and Cindy Lewis to stand for election as Class III directors at the Annual
Meeting; additional information in relation to such nominations will be provided
in the Company's upcoming proxy materials for the Annual Meeting. Further, the
Board approved, effective as of the close of the Annual Meeting, a board size
decrease from nine (9) to seven (7) directors, with three continuing directors
in Class I, two continuing directors in Class II and two individuals elected as
Class III directors at the Annual Meeting. The Company did not enter into any
new plan, contract, arrangement or compensatory plan in connection with Mr.
Nawabi's conditional resignation or anticipated nomination as a Class III
director, Mr. Nawabi's conditional resignation has been offered solely to
reclassify and balance the Board, and for all other purposes, Mr. Nawabi's
service on the Board is deemed to have continued uninterrupted without any break
in service.
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Item 7.01. Regulation FD Disclosure
On August 11, 2021, the Company issued a press release regarding the changes to
its Board, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated by reference herein.
The information in this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of such section. Such information shall
not be incorporated by reference into any registration statement or other
document pursuant to the Securities Act of 1933, as amended, except as expressly
set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
99.1 Press release issued by AeroVironment, Inc., dated August 11, 2021
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