UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  October 4, 2012

 

AEROVIRONMENT, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33261

 

95-2705790

(State or other jurisdiction of
incorporation or organization)

 

(Commission File
Number)

 

(I.R.S. Employer Identification
No.)

 

 

 

 

 

181 W. Huntington Drive,
Suite 202

 

 

 

 

Monrovia, CA

 

 

 

91016

(Address of Principal Executive
Offices)

 

 

 

(Zip Code)

 

Registrant’s telephone number, including area code: (626) 357-9983

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange ct (17 CFR 240.14d-2(B))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4c))

 

 

 



 

Item 5.07(d) Submission of Matters to a Vote of Security Holders

 

The Annual Meeting of Stockholders of AeroVironment, Inc. (the “Company”) was held on October 4, 2012, at 10:00 a.m., Pacific time, at the Grand Ballroom of Courtyard by Marriott, 700 West Huntington Drive, Monrovia, California 91016. The following is a brief description of matters voted upon at the meeting:

 

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

 

Timothy E. Conver

 

16,252,966

 

406,972

 

3,945,557

 

 

 

 

 

 

 

 

 

Arnold L. Fishman

 

16,431,011

 

227,927

 

3,946,557

 

 

Each of the above directors shall serve for a term of three years and until their successors have 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 April 30, 2013. The Company’s stockholders ratified the selection of Ernst & Young LLP as follows:

 

Number of Shares

 

For

 

Against

 

Abstain

 

20,222,470

 

352,244

 

30,781

 

 

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SIGNATURE

 

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.

 

 

 

AEROVIRONMENT, INC.

 

 

 

 

 

 

Date:     October 5, 2012

By:

/s/ Timothy E. Conver

 

 

Timothy E. Conver

 

 

Chairman, President and Chief Executive Officer

 

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