Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 3, 2026, Charles Thomas Burbage, a member of the AeroVironment, Inc.…
Filed Aug 7, 2026Accepted Aug 7, 2026, 9:10 AM EDTCIK 1368622Accession 0001104659-26-092413
AeroVironment (“AV”) (NASDAQ: AVAV) is a defense technology leader delivering integrated capabilities across air, land, sea, space, and cyber. The company develops and deploys autonomous systems, precision strike systems, counter-UAS technologies, space-based platforms, directed energy systems, and cyber and electronic warfare capabilities - built to meet the mission needs of today’s warfighter and tomorrow’s conflicts. With a national manufacturing footprint and a deep innovation pipeline, AV delivers proven systems and future-defining capabilities with speed, scale, and operational relevance. For more information visit: www.avinc.com.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 3, 2026, Charles Thomas Burbage, a member
of the AeroVironment, Inc. (the “Company”) Board of Directors (the “Board”), notified the Board of his decision
to retire from the Board effective upon the expiration of his current term and not stand for re-election as a director of the Company.
Mr. Burbage will continue to serve as a director and as a member of the Board’s Nominating and Corporate Governance Committee, Compensation
Committee and Executive Committee until the completion of his term, which will end at the start of the Company’s 2026 annual meeting
of stockholders, anticipated to be held on September 24, 2026 (the “Annual Meeting”). Mr. Burbage’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.
On August 5, 2026, upon the recommendation of the
Nominating and Corporate Governance Committee, the Board (i) increased the size of the board from nine (9) to ten (10) directors and (ii)
appointed Michael Ruppert to the Board as a Class II director, effective immediately. The terms of the Company’s Class II directors,
including Mr. Ruppert, expire at the Company’s 2026 Annual Meeting of Stockholders or upon the election and qualification of successor
directors.
There are no arrangements or understandings between
Mr. Ruppert and any other person pursuant to which he was selected as a director. Mr. Ruppert 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. Mr. Ruppert’s compensation for his 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 Mr. Ruppert in connection with his 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, 2026.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
On August 7, 2026, the Company issued a press
release regarding Mr. Burbage’s decision to retire and not stand for re-reelection to the Board at the Annual Meeting, and Mr. Ruppert’s
appointment to the 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.
Filed exhibits (1)
EX-99.1 (by filename) tm2622497d1_ex99-1.htm
EX-99.1
2
tm2622497d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
AV
Appoints Aerospace and Defense Executive Michael D. Ruppert to Board of Directors
ARLINGTON, Va. - Aug.
7, 2026 -- AeroVironment, Inc. (“AV”) (NASDAQ: AVAV) today announced that it has appointed Michael D. Ruppert to
its Board of Directors, effective August 5, 2026.
Mr. Ruppert brings more than 25 years of financial,
strategic and corporate development experience in the aerospace and defense sector to AV. He has served as EVP and Chief Financial
Officer of ManTech since 2023 where he leads ManTech’s financial planning and analysis, accounting, treasury, cash management,
and acquisition strategy functions.
“Michael brings exceptional financial leadership,
strategic insight and deep aerospace and defense industry experience to AV,” said Wahid Nawabi, AV’s chairman, president
and chief executive officer. “As AV continues executing its growth strategy and advancing its portfolio of mission-critical
capabilities, I am confident Michael’s highly relevant expertise and fresh perspectives will make him a meaningful addition to
our Board.”
“AV has established a strong position in some of
the most important and rapidly ev…