SCOTTSDALE, Ariz., Jan. 31, 2022 /PRNewswire/ -- Axon (NASDAQ:
AXON), the global leader in connected public safety technologies,
today announced that Dr. Richard
Carmona, the 17th US Surgeon General, will be retiring from
Axon's board after 15 years of serving as a director. He will stay
on through the spring 2022 shareholder meeting to oversee Axon's
implementation of several important governance changes.
"Dr. Carmona has been a tremendous contributor to Axon, is an
extraordinarily accomplished person in his own right and a
wonderful human being," Axon CEO Rick
Smith said. "We're grateful for his leadership through these
governance changes, his recent hands-on guidance helping Axon
manage through a global pandemic, and his years of outstanding
service."
"We've done so much great work together since I joined in 2007,
when the company was still TASER International," Dr. Carmona said.
"As I reflect not only on Axon's tremendous executional success,
but real lives saved and communities supported, I feel grateful to
have helped guide such an important mission. I have no doubt Axon's
success and growth will continue."
Environmental, Social & Governance (ESG) Roadshow
Results:
Axon directors and management met virtually with shareholders
via an ESG roadshow from October 2021
through January 2022. The company
received feedback from institutions representing about 30% (1) of
shares outstanding, as well as institutions that have not yet taken
meaningful positions.
"We are committed to being best-in-class in everything we do. We
sought to identify corporate governance changes that will create
value and advance our strategic vision," CEO Smith said. "Listening
tours are a part of the Axon leadership culture — whether they be
with chiefs of police, customers, employees, or shareholders."
"We appreciate those shareholders who engaged in a dialogue with
us and took the time to provide feedback," CFO Jawad Ahsan said. "The format of the governance
roadshow allowed for rich and meaningful discussions on these
important topics, and the changes we are proposing today reflect
the importance we place on hearing our shareholders. We are proud
to recommend these governance changes and drive Axon forward as a
thought leader in corporate governance and ESG."
As a result of shareholder feedback, Axon is moving forward with
the following initiatives that aim to lead in corporate
governance:
- Proposal to declassify the board: Currently,
shareholders elect Axon directors to serve three-year terms.
Declassifying, also known as de-staggering, would allow
shareholders to vote annually on each board member. Axon will be
recommending that shareholders vote to approve an amendment to
Axon's charter to declassify the board at its 2022 annual
shareholder meeting.
- Majority voting standard: Axon's board has amended its
bylaws to move from a plurality voting standard to a majority
voting standard in uncontested elections. Under the new standard,
an uncontested director nominee must receive a majority of the
votes properly cast for and against such nominee, and if they do
not, they must tender their resignation for board
consideration.
- Grant proxy access to shareholders: Axon's board
approved moving forward with adoption of a proxy access provision
that will allow up to 20 shareholders who aggregate 3% of Axon
shares for 3 years or longer, to be able to run their own board
candidates for shareholder approval during Axon's annual proxy
season, without having to draft and issue their own separate proxy.
This provision will be adopted in the event of shareholder approval
of a declassified board.
- Lower ownership threshold to call special shareholder
meetings: Axon's board has amended its bylaws to reduce
the ownership threshold for shareholders to call a special meeting,
to 25% of shares outstanding. Previously, the threshold required a
majority of shares outstanding.
(1) Based on shares of Axon common stock beneficially owned as
of September 30, 2021 or December 31, 2021, as reported by the filer on
the most recent Schedule 13G/A or Schedule 13F filed with the
Securities and Exchange Commission, and Axon's most recently
reported outstanding share count of 68.5 million as of November 10, 2021.
Other matters:
Finally, Axon gathered feedback on several other topics
including sustainability reporting and compensation matters. For
example, shareholders expressed support for tying executive
compensation, and broader company-wide compensation, to hitting
transformative ESG and corporate social responsibility goals
aligned with our unique mission to protect life. We are working to
incorporate more areas of feedback and refine these concepts and
look forward to sharing more.
For additional detail on Axon's Environmental, Social &
Governance (ESG) efforts, we encourage you to read through our 2021
ESG/CSR report, which covers a variety of topics including TASER
device safety, how our products support UN Sustainable Development
goals, information security and data privacy (including on body
camera videos), information about our AI Ethics Board, employee
wellness and diversity, and governance.
https://filecache.investorroom.com/mr5ir_axon/256/AXON_ESGReport_Feb2021.pdf
For more information, please contact
Angel Ambrosio
Senior Manager of Investor Relations & ESG
Aambrosio@axon.com
Axon, the Delta Logo and TASER are trademarks of Axon
Enterprise, Inc., some of which are registered in the US and other
countries. For more information visit www.axon.com/legal. All
rights reserved.
Proxy Statement Information
Axon plans to file with the Securities and Exchange Commission
(the "SEC"), and furnish to its shareholders, a proxy statement in
connection with its 2022 Annual Meeting of Shareholders (the
"Annual Meeting"), which is expected to include the contemplated
proposal to declassify its board of directors (the
"Declassification Proposal"). The proxy statement will contain
important information about the Declassification Proposal as well
as other matters. SHAREHOLDERS OF AXON ARE URGED TO READ THE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT AXON AND THE DECLASSIFICATION PROPOSAL.
Shareholders will be able to obtain free copies of these documents
and other relevant documents filed with the SEC by Axon through the
website maintained by the SEC at www.sec.gov. In addition,
shareholders will be able to obtain free copies of these documents
from Axon by contacting the Company's Investor Relations by email
at ir@axon.com, or by going to the Company's Investor Relations
page on its website at investor.axon.com.
Participants in the Solicitation
The directors and executive officers of Axon may be deemed to be
participants in the solicitation of proxies from the shareholders
of Axon in connection with the Declassification Proposal. The
following directors and executive officers of the Company are
participants in the Company's solicitation: Michael Garnreiter, Director, Hadi Partovi, Director, Mark W. Kroll, Director, Dr. Richard Carmona, Director, Dr. Matthew McBrady, Director, Julie Anne Cullivan, Director, Caitlin Kalinowski, Director, Adriane Brown, Director, Patrick W. Smith, Director and Chief Executive
Officer, Luke S. Larson, President,
Jawad Ahsan, Chief Financial
Officer, Jeffrey Kunins, Chief
Product Officer and EVP of Software, and Josh M. Isner, Chief Revenue Officer. None of
such participants owns in excess of 1% of the Company's common
stock except for Mr. Smith. Mr. Smith beneficially owns 5% of the
Company's outstanding common stock. Information about the Company's
directors and executive officers is available in Axon's proxy
statement filed with the SEC on April 12,
2021 with respect to Axon's 2021 Annual Meeting of
Shareholders, as supplemented. To the extent holdings of Axon's
securities by such directors or executive officers have changed
since the amounts set forth in such proxy statement, such changes
have been or will be reflected on Statements of Changes in
Beneficial Ownership of Securities on Form 4 filed with the SEC.
Additional information regarding the interests of participants in
the solicitation of proxies in respect of the Annual Meeting will
be included in the proxy statement for the 2022 Annual Meeting.
Forward-looking statements
This press release contains forward-looking statements
including, intentions to move forward with certain governance
initiatives.
We cannot guarantee that any forward-looking statement will be
realized. The following important factors could cause actual
results to differ materially from those in the forward-looking
statements: the potential global impacts of the COVID-19 pandemic;
our exposure to cancellations of government contracts due to
appropriation clauses, exercise of a cancellation clause, or
non-exercise of contractually optional periods; our ability to
design, introduce and sell new products or features; our ability to
defend against litigation and protect our intellectual property,
and the resulting costs of this activity; our ability to manage our
supply chain and avoid production delays, shortages and impacts to
expected gross margins; the impact of stock compensation expense,
impairment expense, and income tax expense on our financial
results; customer purchase behavior, including adoption of our
software as a service delivery model; negative media publicity
regarding our products; the impact of product mix on projected
gross margins; defects in our products; changes in the costs of
product components and labor; loss of customer data, a breach of
security, or an extended outage, including by our third party
cloud-based storage providers; exposure to international
operational risks; delayed cash collections and possible credit
losses due to our subscription model; changes in government
regulations in the U.S. and in foreign markets, especially related
to the classification of our products by the United States Bureau
of Alcohol, Tobacco, Firearms and Explosives; our ability to
integrate acquired businesses; our ability to attract and retain
key personnel; and counter-party risks relating to cash balances
held in excess of FDIC insurance limits. Many events beyond our
control may determine whether results we anticipate will be
achieved. Should known or unknown risks or uncertainties
materialize, or should underlying assumptions prove inaccurate,
actual results could differ materially from past results and those
anticipated, estimated or projected. You should bear this in mind
as you consider forward-looking statements. Our Annual Report on
Form 10-K and our Quarterly Reports on Form 10-Q list various
important factors that could cause actual results to differ
materially from expected and historical results. These factors are
intended as cautionary statements for investors within the meaning
of Section 21E of the Exchange Act and Section 27A of the
Securities Act. Readers can find them under the heading "Risk
Factors" in the Annual Report on Form 10-K for the fiscal year
ended December 31, 2020, its
Quarterly Reports on Form 10-Q field with the SEC during 2021, as
well as in its subsequent filings with the SEC and investors should
refer to them. You should understand that it is not possible to
predict or identify all such factors. Consequently, you should not
consider any such list to be a complete set of all potential risks
or uncertainties.
Except as required by law, we undertake no obligation to
publicly update forward-looking statements, whether as a result of
new information, future events or otherwise. You are advised,
however, to consult any further disclosures we make on related
subjects in our Form 10-Q, 8-K and 10-K reports to the SEC.
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SOURCE Axon