OTHER INFORMATION
−Removed: On and effective December 1, 2022, our Board of Directors (the “Board”) of AeroVironment, Inc.
−Removed: (the “Company”) approved an amendment and restatement to our Amended and Restated Bylaws (the “Amended Bylaws”).
−Removed: The amendments, among other things, provide stockholders with a new “proxy access” right and related procedures, as well as implement additional revisions as detailed below.
−Removed: Subject to the requirements established in the Amended Bylaws, the proxy access procedure generally allows a qualifying stockholder, or an eligible group of up to 50 qualifying stockholders, who has maintained continuous ownership of at least 3% of the voting power of our outstanding voting stock for at least 3 years, to include nominees for election to the Board in our annual meeting proxy.
−Removed: Subject to compliance with the procedures and requirements of the proxy access bylaw provisions and the calculation provisions set forth therein, such qualifying stockholders may generally include a number of eligible director nominees constituting up to the greater of (a) the largest whole number that does not exceed 20% of directors then in office and (b) two nominees.
−Removed: In addition, the Board also approved the following amendments to the Amended Bylaws:
−Removed: enabling the Chairman of the Board or the meeting chairman to adjourn stockholder meetings;
−Removed: enhancing the authority of the Board to create and enforce rules regarding the conduct of stockholder meetings;
−Removed: addressing the new rules related to the use of “universal” proxy cards adopted by the Securities and Exchange Commission and updating the procedural mechanics and disclosure requirements in connection with submission of stockholder business proposals or stockholder director nominees;
−Removed: updating procedures for fixing the record dates for the annual meeting of stockholders and for other actions;
−Removed: clarifying rules regarding notice of stockholder meetings;
−Removed: clarifying authority of committees of directors and updating officer appointment procedures;
−Removed: and designating the Court of Chancery of the State of Delaware (or if such court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of Delaware) as the sole and exclusive forum for state corporate law-related litigation related to the Company or its’ directors and officers;
−Removed: designating the federal courts of the United States of America as the sole and exclusive forum for the resolution of any complaint against the Company or any director or officer of the Company asserting a cause of action arising under the Securities Act of 1933;
−Removed: and incorporating other technical, ministerial, clarifying and conforming changes, including to align the Amended Bylaws with various provisions of the Delaware General Corporation Law.
−Removed: The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Bylaws, which are attached as Exhibit 3.2 hereto and incorporated by reference herein.
Amended and Restated Certificate of Incorporation of AeroVironment, Inc.
Fourth Amended and Restated Bylaws of AeroVironment, Inc., amended as of December 1, 2022
−Removed: Second Amendment to Lease dated October 26, 2018 between AeroVironment, Inc.
−Removed: and Princeton Avenue Holdings, LLC for property located at 14501 Princeton Avenue, Moorpark, California
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended .
11 unchanged sentences
001 ‑ 33261).
−Removed: (2) Incorporated by reference herein to Exhibit 3.1 to the Company’s Current Report on Form 8 ‑ K filed March 3, 2022 (File No.
+Added: (2) Incorporated by reference herein to Exhibit 3.1 to the Company’s Quarterly Report on Form 10 ‑ Q filed December 7, 2022 (File No.
001 ‑ 33261).
−Removed: # The information in Exhibit 32 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act
−Removed: (including this report), unless the Company specifically incorporates the foregoing information into those documents by reference.
+Added: # The information in Exhibit 32 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act (including this report), unless the Company specifically incorporates the foregoing information into those documents by reference.
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, thereunto duly authorized.
−Removed: December 6, 2022
+Added: March 6, 2023
AEROVIRONMENT, INC.
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.