Aerovironment Inc

1. 1

   Election of Nominees to the Board of Directors

   ManagementBoard: FOR

   Elect Edward R. Muller, William J. Lynn, III, Philip S. Davidson, Mary Beth Long and Michael D. Ruppert as directors, each to serve a one-year term until the 2027 annual meeting or until their successor is elected and qualified.

2. 2

   Ratification of Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Deloitte & Touche LLP to serve as AeroVironment’s independent registered public accounting firm for the fiscal year ending April 30, 2027.

3. 3

   Non-Binding Advisory Vote on a Resolution Relating to the Compensation of Our Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   A non-binding advisory vote to approve, on a non-binding basis, the compensation of the company’s Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote approving the company’s executive compensation disclosures and programs as presented in the proxy statement. Management and the Compensation Committee seek this advisory endorsement to validate their pay philosophy, which prioritizes pay-for-performance through annual and long-term incentives tied to revenue, orders, adjusted EBITDA and cash conversion metrics, and to reinforce alignment between executive pay and stockholder value. The company frames its program as a mix of cash and equity, with performance-based restricted stock units and time-based restricted stock awards, clawback provisions, anti-hedging/anti-pledging policies, and stock ownership guidelines to promote retention and alignment. The board recommends a vote FOR, arguing that the program is competitive, emphasizes performance outcomes, and that the Compensation Committee will use the advisory result to inform future decisions. Contextually, FY2026 saw transformational growth driven by acquisitions and product launches, producing record revenue and orders but also unique integration and goodwill impairment items that affected certain metrics; these outcomes shaped the Compensation Committee’s target-setting and payouts for the year. The advisory nature means passage will not legally bind the board, but significant negative votes would prompt engagement and potential changes; conversely, strong support reinforces current practices. Analysts should weigh the company’s recent one-time items, segment-level divergence in cash conversion, and the use of multi-year PRSUs when assessing whether pay is appropriately calibrated to sustained shareholder returns. Overall, the proposal is a governance check on whether the market and investors accept management’s approach to linking pay to the company’s sizeable but transitionary financial performance, with the board urging support as a signal of confidence in its compensation framework.

Upcoming shareholder meetings at Aerovironment Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Aerovironment Inc 2026 annual meeting?

Aerovironment Inc (AVAV) holds its 2026 annual shareholder meeting on Thursday, September 24, 2026.

What is the record date for the Aerovironment Inc 2026 meeting?

The record date for the Aerovironment Inc 2026 meeting is Friday, August 7, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Aerovironment Inc's 2026 meeting?

The board is presenting 5 director nominees at the Aerovironment Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Aerovironment Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Aerovironment Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.