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Item 5. Other Information

2024-12-05 compared with 2024-09-05 · 38 added, 5 removed, 25 unchanged (63% of the section changed)

OTHER INFORMATION

During the three months ended July 27, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Amended and Restated Executive Severance Plan

On December 3, 2024, the Compensation Committee of our Board approved an amended and restated AeroVironment, Inc.

Executive Severance Plan (the “Restated Severance Plan”).

The participants in the Restated Severance Plan remain limited to Wahid Nawabi, Chairman, President and Chief Executive Officer;

Kevin McDonnell, Senior Vice President and Chief Financial Officer;

Melissa Brown, Senior Vice President, General Counsel, Chief Ethics and Compliance Officer and Secretary;

and Brian Shackley, Vice President and Chief Accounting Officer (collectively, “Severance Participants”).

The Restated Severance Plan provides for the payment of certain benefits to each such Severance Participant in connection with the termination of the Severance Participant’s employment by reason of death or disability, by the Company without cause, or by the Severance Participant for good reason, in certain cases in connection with a change in control (in each case as defined in the Restated Severance Plan), as summarized below.

Except as noted below, the terms of the severance payments and other benefits provided to each of the Company’s Severance Participants under the Restated Severance Plan are identical, and the Restated Severance Plan does not provide for a gross-up of severance benefits in the event that excise taxes under Section 280G of the Code are imposed on the severance benefits.

The Restated Severance Plan provides for substantially the same severance benefits as existed under the plan prior to the restatement, except that in addition to the existing severance benefits, the Severance Participants will also be eligible to receive any earned but unpaid annual bonus for any fiscal year that has ended prior to the date of a qualifying termination.

In addition, the Restated Severance Plan reflects certain additional changes to conform to the Company’s current compensation program and best practices, although such changes do not impact the severance benefits to be provided.

To receive the severance benefits described above, the Severance Participant must execute a full release of any and all claims against the Company and comply with certain other obligations specified in the Restated Severance Plan.

The foregoing description of the Restated Severance Plan is qualified in its entirety by reference to the full text of the Restated Severance Plan, a copy of which is attached as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Executive Transaction Severance Plan

On December 3, 2024, the Compensation Committee of our Board also approved the AeroVironment, Inc.

Executive Transaction Severance Plan (the “Executive Transaction Severance Plan”).

The participants in the Executive Transaction Severance Plan are those executive officers who do not participate in the Restated Severance Plan, namely, Brett Hush, Senior Vice President, Loitering Munitions;

Jeff Rodrian, Senior Vice President, MacCready Works;

and Trace Stevenson, Senior Vice President, UnCrewed Systems (collectively, the “Transaction Severance Participants”).

The Executive Transaction Severance Plan provides for the payment of certain benefits to each such Transaction Severance Participant in connection with the termination of the Transaction Severance Participant’s employment by the Company without cause on or prior to November 18, 2025, as summarized below.

The terms of the severance payments and other benefits provided to each of the Transaction Severance Participants under the Executive Transaction Severance Plan are identical, and the Executive Transaction Severance Plan does not provide for a gross-up of severance benefits in the event that excise taxes under Section 280G of the Code are imposed on the severance benefits.

Upon termination of the Transaction Severance Participant’s employment by the Company without cause on or prior to November 18, 2025, the Transaction Severance Participant is entitled to receive:

(i) 1.0x his base salary, (ii) provided such termination occurs outside the period starting on April 1, 2025 through and including June 30, 2025, a prorated target bonus for the fiscal year in which termination occurs, (iii) the continuation of certain employee welfare plan benefits, including for his dependents and beneficiaries, for a period of 12 months following the termination date or until the Transaction Severance Participant becomes eligible for equivalent benefits from a subsequent employer, (iv) the right to remain eligible to continue to vest in his outstanding time-based equity awards for a period of 12 months following the termination date, subject to continued transition consulting services through each applicable vesting date, and (v) outplacement services for a period of 12 months following the termination date or until the first acceptance by the Transaction Severance Participant of an offer of employment, whichever comes first.

To receive the severance benefits described above, the Transaction Severance Participant must execute a full release of any and all claims against the Company and comply with certain other obligations specified in the Executive Transaction Severance Plan.

The foregoing description of the Executive Transaction Severance Plan is qualified in its entirety by reference to the full text of the Executive Transaction Severance Plan, a copy of which is attached as Exhibit 10.4 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

During the three months ended October 26, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Agreement and Plan of Merger, dated November 18, 2024, by and among the Company, Merger Sub, BlueHalo and Seller

Amended and Restated Certificate of Incorporation of AeroVironment, Inc.

Fourth Amended and Restated Bylaws of AeroVironment, Inc., amended as of December 1, 2022 .

Fifth Amended and Restated Bylaws of AeroVironment, Inc., amended as of October 1, 2024.

Third Amendment to Credit Agreement, dated October 4, 2024, by and among AeroVironment, Inc., certain lenders, letter of credit issuers, Bank of America, N.A., as the administrative agent and the swingline lender, and Bank of America, N.A., JPMorgan Chase Bank, N.A., U.S.

Bank National Association and Citibank, N.A.

Third Amendment to Lease Agreement dated as of October 16, 2024 by and between AeroVironment, Inc.

and Hillside III LLC related to 900 Innovators Way, Simi Valley, CA 93065, and related agreements

Amended and Restated Executive Severance Plan of AeroVironment, Inc.

Executive Transaction Severance Plan of AeroVironment, Inc.

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 .

9 unchanged sentences

Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101

(1) Incorporated by reference herein to Exhibit 3.1 to the Company’s Quarterly Report on Form 10 ‑ Q filed March 9, 2007 (File No.

* Filed herewith

(1) Incorporated by reference herein to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed November 19, 2024 (File No.

001 ‑ 33261).

(2) Incorporated by reference herein to Exhibit 3.2 to the Company’s Quarterly Report on Form 10 ‑ Q filed December 7, 2022 (File No.

(2) Incorporated by reference herein to Exhibit 3.1 and Exhibit 3.2 to the Company’s Current Report on Form 8-K filed October 3, 2024 (File No.

001 ‑ 33261).

1 unchanged sentence

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.

September 4, 2024

December 4, 2024

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.

What changed 10-Q

Item 5. Other Information