Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The 2021 Annual Meeting of Stockholders (the "Annual Meeting") of AeroVironment, Inc. (the "Company") was held on virtually September 24, 2021, at 12:00 p.m., Eastern Time. At the Annual Meeting, the Company's stockholders approved the Company's 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan became effective on the date of the Annual Meeting. The 2021 Plan is a successor to the Company's Amended and Restated 2006 Equity Incentive Plan (the "Prior Plan"), which expired in July 2021, and provides for the grant of stock options, restricted stock awards, restricted stock units, deferred stock awards, stock appreciation rights, dividend equivalents, stock payments and other stock-or cash-based awards, or any combination thereof. Employees, consultants, and non-employee directors of the Company or any of its subsidiaries are eligible to receive awards under the 2021 Plan.

The 2021 Plan authorizes the issuance of the sum of: (a) 1,240,000 shares of common stock; plus (b) the aggregate number of shares of common stock subject to outstanding awards under the Prior Plan that again become available for grant under the terms of the 2021 Plan. In no event will more than 1,240,000 shares of common stock be issuable pursuant to the exercise of incentive stock options under the 2021 Plan during its ten-year term.

The 2021 Plan will be administered by the compensation committee or a subcommittee thereof (or by the Board or another Board committee as may be determined by the Board from time to time). The administrator of the 2021 Plan (the "Administrator") or its delegate will have the authority to determine which service providers receive awards and set the terms and conditions applicable to the award within the confines of the 2021 Plan's terms. The Administrator will have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the 2021 Plan.

Under the 2021 Plan, the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of awards granted to a non-employee director as compensation for services as a non-employee director during any fiscal year may not exceed $500,000, which amount is increased to $700,000 in the fiscal year of a non-employee director's initial year of service as a non-employee director.

The 2021 Plan also contains provisions with respect to payment of exercise or purchase prices, vesting and expiration of awards, adjustments and treatment of awards upon certain corporate transactions, including stock splits, recapitalizations and mergers, transferability of awards and tax withholding requirements. The 2021 Plan may be amended or terminated by the Board at any time, subject to certain limitations requiring stockholder consent or the consent of the participant. The 2021 Plan will expire in 2031.

The terms and conditions of the 2021 Plan are described in the section entitled "Proposal No. 4 - Approval of the AeroVironment, Inc. 2021 Equity Incentive Plan" in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 16, 2021 . The Company's directors and executive officers are eligible to participate in the 2021 Plan. The foregoing description of the 2021 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2021 Plan, which is filed as Appendix A to the Proxy Statement and incorporated herein by reference.

On September 24, 2021, the Company also appointed Brian Shackley, the Company's current Vice President and Corporate Controller, as the Company's Chief Accounting Officer effective immediately. Mr. Shackley, 44, replaces Kevin McDonnell, who continues as the Company's Senior Vice President and Chief Financial Officer, as the Company's principal accounting officer. Mr. Shackley joined the Company in January 2016 and has served as the Company's Vice President and Corporate Controller since December 2017. He previously served as the Company's interim Chief Financial Officer and Chief Accounting Officer from October 2019 to February 2020. Mr. Shackley served as the Company's Director of SEC Reporting from January 2016 to December 2017. Prior to joining the Company, from June 2014 to January 2016, Mr. Shackley served as an audit senior manager at PricewaterhouseCoopers, LLP in Los Angeles, California. He has a total of approximately 9 years of experience in public accounting with PricewaterhouseCoopers, LLP. Mr. Shackley is a Certified Public Accountant and received a B.S. in Business Administration with an emphasis in Corporate Finance from San Diego State University. Mr. Shackley is a participant in the Company's Executive Severance Plan.





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

A brief description of matters voted upon at the Annual Meeting held on September 24, 2021 meeting and the final voting results are set forth below:

Proposal 1 - Election of Directors

The Company's stockholders elected the two persons nominated by the Board of Directors as Class III directors for a three-year term as follows:





                           Number of Shares
Name of Director       For          Withheld       Broker Non-Votes
Cindy K. Lewis       18,466,926       38,329            2,348,177
Wahid Nawabi         17,940,623       564,632           2,348,177

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 Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2022. The Company's stockholders ratified the selection of Deloitte & Touche LLP as follows:





           Number of Shares
    For          Against      Abstain
  20,782,696       38,757       31,979

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
  18,281,601       185,364       38,290           2,348,177

Proposal 4 - Approval of the AeroVironment, Inc. 2021 Equity Incentive Plan

The Company's stockholders approved the adoption and effectiveness of the 2021 Plan by the following vote:





                       Number of Shares
    For           Against      Abstain       Broker Non-Votes
  18,088,280       377,534       39,441           2,348,177




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Proposal 5 - Stockholder Proposal to Elect Directors by Majority Vote

The stockholders approved, by an advisory vote, a stockholder proposal to elect directors by a majority vote by the following vote:





                         Number of Shares
    For            Against         Abstain        Broker Non-Votes
  10,744,757       6,278,061       1,482,437           2,348,177

Item 8.01. Regulation FD Disclosure.

On August 17, 2021, the U.S. Securities and Exchange Commission, Division of Corporation Finance, Office of the Chief Accountant, pursuant to its authority under Rule 3-13 of Regulation S-X, granted the Company permission to omit audited financial statements of HAPSMobile, Inc. ("HAPSMobile"), a non-controlled foreign business, equity method investee of the Company, as otherwise required by Rule 3-09 of Regulation S-X in the Company's Form 10-K for the fiscal year ended April 30, 2021, which were to be provided by amendment of such filing on or before September 30, 2021. As a result of such granted relief, the Company is no longer required to complete such amendment or provide further financial information for HAPSMobile for the fiscal year ended April 30, 2021.

On September 24, 2021, the Company's Board of Directors elected Edward Muller at the Lead Independent Director.




Item 9.01.  Financial Statements and Exhibits



(d)  Exhibits.




Exhibit
Number                                         Description
  10.1 (1)       AeroVironment, Inc. 2021 Equity Incentive Plan
    104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1) Incorporated by reference herein to Appendix A to the Company's Definitive


    Proxy Statement on Schedule 14A filed August 16, 2021 (File No. 001-33261).




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