AeroVironment (AVAV) Proxy filing summary

Executive summary

• Fiscal year 2026 was transformational, with portfolio expansion into space technologies and counter-UAS solutions, new product launches, and record financial results, including nearly $2 billion in revenue and $2.7 billion in bookings.

• Organic revenue grew 26% year-over-year, driven by ISR and strike programs, while inorganic growth came from acquisitions like BlueHalo and ESAero.

• Key new products included Switchblade 400, Mayhem 10, Titan 4 RF, LOCUST X3, and the AV_Halo software ecosystem.

• The company is scaling manufacturing capacity and dual-sourcing suppliers to meet rising domestic and international demand.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of five directors for one-year terms, (2) ratification of Deloitte & Touche LLP as independent auditor for FY2027, and (3) a non-binding advisory vote on executive compensation.

• The board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of ten members, with a majority being independent; two directors are retiring at the 2026 annual meeting.

• Director nominees bring expertise in executive leadership, defense, finance, international business, and innovation.

• The board has Audit, Compensation, Nominating and Corporate Governance, Cybersecurity, and Executive Committees, all chaired by independent directors except the Executive Committee.

• Governance practices include annual board and committee self-evaluations, proxy access, majority voting for directors, anti-hedging/pledging policies, and share ownership guidelines.