AXON Axon Enterprise
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 27, 2021
Date of Report (Date of earliest event reported)
Axon Enterprise, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
(Commission File Number)
17800 N. 85th St.
Scottsdale, Arizona 85255
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, $0.00001 Par Value
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 27, 2021, 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 56,921,217 representing approximately 88.0% of the 64,673,091 shares outstanding as of the March 31, 2021 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 12, 2021, and to the Company’s Definitive Additional Materials filed with the SEC on May 19, 2021.
Proposal No. 1 — Election of Directors
The following nominees were elected as Class C directors for a term of three years (and until their successors are elected and qualified) by the votes indicated below.
Richard H. Carmona
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 — 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 2021 was approved by the votes indicated below. There were no broker non-votes on this proposal.
Proposal No. 4 — Approve an amendment to the Company’s amended and restated Certificate of Incorporation to increase the maximum size of the Board of Directors from 9 to 11 Directors
The amendment of the Company's Certificate of Incorporation was approved as follows:
Proposal No. 5 — Shareholder Proposal to Elect Directors by Majority Vote
The shareholder proposal recommending the Company move from a plurality voting standard to a majority voting standard:
Item 9.01 Financial Statements and Exhibits
The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
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: May 27, 2021
Axon Enterprise, Inc.
/s/ JAWAD A. AHSAN
Jawad A. Ahsan
Chief Financial Officer