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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Registrant’s Principal Executive Office, Including Zip Code)
(Registrant’s Telephone Number, Including Area Code)
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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth
company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 16, 2022, the Company held its 2022 annual meeting of stockholders (the “Annual Meeting”) to vote on the following matters:
1. Election of Directors
All of the following five nominees were elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve for a term of one year, until the next Annual Meeting and until their successors have been duly elected and have qualified.
| Nominee | For | Withheld | ||||||
| Barrett Mooney | 20,616,388 | 2,353,697 | ||||||
| Grant Begley (1)(2)(3) | 15,689,702 | 7,280,383 | ||||||
| Luisa Ingargiola (1)(2)(3) | 18,977,599 | 3,992,486 | ||||||
| Thomas Gardner (1)(2)(3) | 17,630,352 | 5,339,733 | ||||||
(1) Member of the audit committee.
(2) Member of the compensation committee.
(3) Member of the nominating and corporate governance committee.
2. Advisory Vote on Compensation of Named Executive Officers
Shareholders have approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including, the compensation tables and accompanying narrative discussion set forth in the Proxy Statement, in accordance with the voting results listed below:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 14,637,908 | 8,005,228 | 326,949 | 20,076,780 | |||||||||||
3. Ratification of the Company’s Independent Auditors
Shareholders ratified the appointment of WithumSmith+Brown, PC, as the independent auditors of the Company for the fiscal year ended December 31, 2022, in accordance with the voting results listed below.
| For | Against | Abstain | Broker Non-Vote | ||||||||||||
| 40,111,916 | 1,199,600 | 1,735,349 | 0 | ||||||||||||
SIGNATURES
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.
| AGEAGLE AERIAL SYSTEMS, INC. | ||
| By: | /s/ Nicole Fernandez-McGovern | |
| Name: | Nicole Fernandez-McGovern | |
| Title: | Chief Financial Officer | |
| Dated: June 17, 2022 | ||
