Current Report Filing (8-k)
September 25 2019 - 9:20AM
Edgar (US Regulatory)
0001368622
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0001368622
2019-09-22
2019-09-23
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 23, 2019
AEROVIRONMENT,
INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-33261
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95-2705790
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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900 Innovators Way
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Simi Valley, California
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93065
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (805) 520-8350
Securities registered pursuant to
Section 12(b) of the Act:
Title of Class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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AVAV
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The NASDAQ Stock Market LLC
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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))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
On September 23, 2019, Teresa Covington submitted her resignation
as Senior Vice President, Chief Financial Officer and Chief Accounting Officer AeroVironment, Inc. (the “Company”)
effective October 18, 2019 to pursue a new opportunity. It is expected that the Company and Ms. Covington will enter into a consulting
agreement pursuant to which Ms. Covington will provide consulting services to the Company for a period of time after the effectiveness
of her resignation.
On September 23, 2019, the Company also appointed Brian
Shackley, 42, as its interim Chief Financial Officer and Chief Accounting Officer, upon the effectiveness of Ms.
Covington’s resignation. Mr. Shackley joined the Company in January 2016 and has served as the Company’s Vice
President and Corporate Controller since December 2017. He previously served as the Company’s Director of SEC Reporting
from January 2016 to December 2017. Prior to joining the Company, from June 2014 to January 2016, Mr. Shackley served as an
audit senior manager at PricewaterhouseCoopers, LLP in Los Angeles, California. He has a total of approximately 9 years of
experience in public accounting with PricewaterhouseCoopers, LLP. Mr. Shackley is a Certified Public Accountant and received
a B.S. in Business Administration with an emphasis in Corporate Finance from San Diego State University. Mr. Shackley is a
participant in the Company’s Executive Severance Plan.
Item 7.01. Regulation FD Disclosure.
On September 25, 2019, the Company issued a press release announcing
Ms. Covington’s resignation from the Company and Mr. Shackley’s appointment as the interim Chief Financial Officer
and Chief Accounting Officer. A copy of the Company’s press release is furnished with this Form 8-K and attached
hereto as Exhibit 99.1.
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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
SIGNATURE
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.
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AEROVIRONMENT, INC.
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Date: September 25, 2019
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By:
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/s/ Wahid Nawabi
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Wahid Nawabi
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President and Chief Executive Officer
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