UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders
On May 31, 2023, the Company held its annual meeting of shareholders (the "Meeting"). The total number of shares of the Company’s common stock, par value of $0.00001 per share, voted in person or by proxy at the Meeting was 65,078,688 representing approximately 88.1% of the 73,879,573 shares outstanding as of the April 3, 2023 record date and entitled to vote at the Meeting. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, with respect to each matter considered at the Meeting is set out below. For more information regarding these matters, please refer to the Company’s Definitive Proxy Statement relating to the Meeting, which was filed with the Securities and Exchange Commission (“SEC) on April 21, 2023.
Proposal No. 1 — Election of Directors
The following nominees were elected directors for a term of one year (and until their successors are elected and qualified) by the votes indicated below.
FOR | AGAINST | WITHHELD | BROKER NON-VOTES | |||||||||||||
Adriane Brown Michael Garnreiter Mark W. Kroll Matthew R. McBrady Hadi Partovi Graham Smith Patrick W. Smith Jeri Williams | 52,927,439 53,048,859 40,229,975 55,799,206 54,361,118 55,296,560 56,328,260 56,598,989 | 3,841,339 3,690,851 15,979,829 974,650 2,415,265 1,471,134 456,314 167,190 | 95,878 124,946 654,852 90,800 88,273 96,962 80,082 98,477 | 8,214,032 8,214,032 8,214,032 8,214,032 8,214,032 8,214,032 8,214,032 8,214,032 | ||||||||||||
Proposal No. 2 — Advisory Vote on the Compensation of Named Executive Officers ("Say-on-Pay")
The non-binding advisory vote to approve the compensation of the Company’s named executive officers was approved as follows:
Proposal No. 3 — Advisory Vote to Recommend the Frequency of the Shareholder Vote to Approve the Compensation of the Company’s Named Executive Officers
The non-binding advisory vote to recommend the frequency of shareholder vote to approve the compensation of the Company’s named executive officers was approved as follows:
Proposal No. 4 — Ratification of Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accountant for fiscal year 2023 was approved by the votes indicated below. There were no broker non-votes on this proposal.
Proposal No. 5 –The 2023 CEO Performance Award
Prior to the Annual Meeting, the Company determined that withdrawal of Proposal No. 5 related to the 2023 CEO Performance Award was in the best interest of the Company. Accordingly, Proposal No. 5 was not submitted to shareholders for a vote at the Annual Meeting.
Proposal No. 6 — Shareholder Proposal to Discontinue the Development of a Non-Lethal TASER Drone System
The shareholder proposal for the discontinuation of a non-lethal TASER drone system was not approved as follows:
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit |
| Exhibit Description |
104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
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: June 2, 2023 | Axon Enterprise, Inc. |
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By: | /s/ BRITTANY BAGLEY | ||
Brittany Bagley | |||
Chief Financial Officer and Chief Business Officer | |||