Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 31, 2023

Date of Report (Date of earliest event reported)

Axon Enterprise, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-16391	86-0741227
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

17800 N. 85^th St.

Scottsdale, Arizona 85255

(Address of principal executive offices, including zip code)

(480) 991-0797

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 Par Value	AXON	The Nasdaq Global Select Market

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:

☐	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. ☐

Explanatory Note

On June 2, 2023, Axon Enterprise, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to disclose the voting results from its 2023 Annual Meeting of Shareholders held on May 31, 2023 (the “Annual Meeting”), including, among other matters, the results of the advisory vote of the Company’s shareholders on Proposal No. 3 to recommend the frequency of the shareholder advisory vote to approve the compensation of the Company’s named executive officers. This Form 8-K/A is being filed as an amendment to the Original Report to disclose the decision of the Board of Directors as to how frequently the Company will hold such advisory votes to approve the compensation of the Company’s named executive officers in the future. No other changes have been made to the Original Report, the contents of which are incorporated into this amendment by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

As previously disclosed in the Original Report, the Company’s shareholders voted on Proposal No. 3 to recommend, on a non-binding, advisory basis, that future shareholder advisory votes to approve the compensation of the Company’s named executive officers be held annually. The sole purpose of this amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, that, in light of the vote of the Company’s shareholders on Proposal No. 3, the Company’s Board of Directors determined on August 25, 2023 that the Company will hold future shareholder advisory votes to approve the compensation of the Company’s named executive officers annually until the next advisory vote regarding the frequency of holding such votes.

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.


Dated: August 30, 2023	Axon Enterprise, Inc.

	By:	/s/ BRITTANY BAGLEY
		Brittany Bagley
		Chief Operating Officer and Chief Financial Officer

Document and Entity Information Document	May 31, 2023
Cover page.
Document Type	8-K/A
Document Period End Date	May 31, 2023
Entity Registrant Name	Axon Enterprise, Inc.
Entity Central Index Key	0001069183
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-16391
Entity Tax Identification Number	86-0741227
Entity Address, Address Line One	17800 N. 85th St.
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85255
City Area Code	480
Local Phone Number	991-0797
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.00001 Par Value
Trading Symbol	AXON
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false