8-K - AXON - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

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

March 10, 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<br>incorporation)	(Commission File Number)	(IRS Employer<br>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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers

On March 10, 2023, Graham Smith and Jeri Williams were appointed to the Board of Directors of Axon Enterprise, Inc. (the "Company") effective March 16, 2023. Additionally, on March 14, 2023 Erika Ayers was appointed to the Board of Directors of the Company, effective June 1, 2023.

Compensation for Ms. Ayers, Mr. Smith and Ms. Williams will consist of initial restricted stock unit awards with a grant date fair value of $200,000 vesting annually over three years, an annual restricted stock unit award which vests in one year with a grant date fair value of $200,000, and annual cash compensation of $40,000, paid quarterly. This is consistent with the current compensation program for the Board of Directors. There are no arrangements or understandings between Ms. Ayers, Mr. Smith or Ms. Williams and any other persons pursuant to which they were selected as directors, and there are no transactions in which Ms. Ayers, Mr. Smith or Ms. Williams has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Erika Ayers was named Barstool Sports’ first Chief Executive Officer in 2016 and, during her tenure, it has experienced tremendous brand and business growth as one of the fastest-growing digital innovation, sports, entertainment and lifestyle media brands on the internet. Prior to joining Barstool Sports, Ms. Ayers held various executive roles at media platforms such as Microsoft Corporation, AOL, Leaf Group (formerly Demand Media, Inc.) and Yahoo! Inc. She has extensive experience in transforming start-up organizations into multi-industry operations. She was also part of two early stage start-ups in the fashion and music industry and sits on the advisory boards of the Premiere Lacrosse League and Food52. **** Ms. Ayers previously served on the board of directors of World Wrestling Entertainment, Inc. from October 2020 to September 2022**.** Ms. Ayers holds a B.S. in Sociology and Psychology from Colby College.

Graham Smith has served as Chair of the board of directors of Splunk Inc. since March 2019, and as a member of their board of directors since 2011. He also served as the interim Chief Executive Officer of Splunk Inc. from November 2021 to April 2022. Mr. Smith served in various leadership positions at salesforce.com, inc. (“Salesforce”), a provider of enterprise cloud computing software, from 2007 to 2015, including as Chief Financial Officer and most recently as Executive Vice President. Prior to joining Salesforce, Mr. Smith served as Chief Financial Officer at Advent Software Inc., a portfolio accounting software company, from 2003 to 2007. Mr. Smith has served as a member of the board of directors of Procore Technologies, Inc., a provider of cloud-based construction management software, since 2020. Mr. Smith previously served on the board of directors of BlackLine, Inc., a provider of cloud-based solutions for finance and accounting from 2015 to 2022; Citrix Systems, Inc., an enterprise software company, from 2015 to 2018; MINDBODY, Inc., a cloud-based wellness services marketplace (acquired by Vista Equity Partners), from 2015 to 2019; Xero Limited, an online accounting software company, from 2015 to 2020; Slack Technologies, Inc., a provider of cloud-based professional collaboration tools, from 2018 to 2021; and Elliott Opportunity II Corp., a special purchase acquisition company, from June to December 2021. Mr. Smith holds a B.Sc. from Bristol University in England and qualified as a chartered accountant in England and Wales.

Jeri Williams served as Chief of Police for the Phoenix Police Department from 2016 to 2022, the first female to lead the city’s force. During her tenure with the department, she advanced a number of progressive strategies within the department, including key areas such as community engagement and professional standards. Previously, she served nearly six years as Chief of Police in the City of Oxnard, California. Chief Williams has received extensive accolades for her dedication to law enforcement, including being named one of Arizona’s Most Intriguing Women by the Arizona Centennial Legacy Project and recognized as California’s Assembly District 44 Woman of the Year for her leadership and outstanding accomplishments. In 2016, President Obama appointed Chief Williams to a membership position on the Medal of Valor Review Board. She has also served as the first female President of the Major Cities Chief’s Association. Chief Williams holds a B.A. in Fine Arts from Arizona State University and a Master’s in Education from Northern Arizona University.

On March 15, 2023 the Company issued a press release announcing the appointment of Ms. Ayers, Mr. Smith and Ms. Williams to the Board of Directors. A copy of that press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
99.1		Press release dated March 15, 2023
101		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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: March 15, 2023	Axon Enterprise, Inc.

	By:	/s/ Brittany Bagley
		Brittany Bagley
		Chief Financial Officer and Chief Business Officer

Exhibit 99.1

Axon Appoints New Board Member

SCOTTSDALE, Ariz. — March 15, 2023 — Axon Enterprise, Inc. (NASDAQ: AXON) the global public safety technology leader, is pleased to announce the appointment of three additional members to its board of directors, Erika Ayers, CEO of Barstool Sports, Graham Smith, former Salesforce executive and Jeri Williams, former Phoenix Police Department Chief of Police.

“It’s an honor to welcome Ms. Ayers, Mr. Smith and Chief Williams to Axon’s board and we look forward to their contributions as we continue to innovate through technology and create solutions for safety that can help protect life,” said Axon CEO and founder Rick Smith. “They each bring a diverse set of skills and expertise and can provide meaningful counsel as Axon continues its rapid growth. I am confident that the addition of these talented individuals will be a great asset to us as we aim for our moonshot goal to cut gun-related deaths between police and the public by 50% in the next 10 years, in the U.S., and execute on our overall global mission to protect life.”

Erika Ayers, ranked one of the most influential executives in digital innovation, sports, entertainment and lifestyle media, will be a welcome addition to the Axon board of directors. Her appointment will take effect June 1, 2023. Ms. Ayers currently serves as the CEO of Barstool Sports and has a proven track record of transforming start-up organizations into multi-industry operations.

“Axon is a company at the intersection of community, technology and safety,” said Ms. Ayers. “I believe in their mission to substantially reduce gun-related deaths between police and the public in the U.S., and I am looking forward to helping them in a board capacity.”

Graham Smith will also be a key addition to Axon’s board of directors, effective March 16, 2023. Mr. Smith has held senior financial roles across the software sector for over 25 years, most recently serving as Chief Financial Officer at Salesforce, where his leadership and vision for high growth at scale contributed to the company’s success, growing from $750 million in revenue to over $5 billion. He brings a wealth of financial leadership experience to Axon.

“Axon is in a unique position to continue bringing innovation forward that improves outcomes between law enforcement and communities through the use of technology,” said Mr. Smith. “It’s a privilege to contribute leadership and business guidance to a company with such a commitment to a key issue in our society. I look forward to supporting Axon’s ongoing mission and growth as a leader in public safety technology.”

Chief Jeri Williams will bring over 30 years of law enforcement leadership to Axon’s board of directors, effective March 16, 2023. An accomplished police executive, Chief Williams served as the first female Chief of Police for the Phoenix Police Department from 2016 to 2022 and was the first female president of the Major Cities Chief’s Association (MCCA). During her tenure as chief, she advanced a number of progressive strategies within the department, regarding key areas such as community engagement, professional standards and increased mental health resources for all police employees. Chief Williams’ veteran police experience, coupled with her honorable leadership through her tenure, brings real experiential counsel to the Axon board to help progress our mission to protect life through public safety.

“With a deep passion in my career for protecting life, I am honored to join Axon’s board,” said Chief Jeri Williams. “Having hands-on experience with Axon products and services, I believe they are revolutionizing the public safety space bringing connected solutions and less-lethal technologies that can change the way we keep communities safe for the better. I am excited to bring my experience to the table to continue their efforts on not only serving the community, but also the diverse communities those officers are sworn to protect.”

With these appointments, Axon will have nine independent directors. Full bios for Ms. Ayers, Mr. Smith and Chief Williams can be found on Axon’s Investor Relations website.

About Axon

Axon is a technology leader in global public safety. Our moonshot goal is to cut gun-related deaths between police and the public by 50% before 2033. Axon is building the public safety operating system of the future by integrating a suite of hardware devices and cloud software solutions that lead modern policing. Axon’s suite includes TASER energy devices, body-worn cameras, in-car cameras, cloud-hosted digital evidence management solutions, productivity software and real-time operations capabilities. Axon’s growing global customer base includes first responders across international, federal, state and local law enforcement, fire, corrections and emergency medical services, as well as the justice sector, commercial enterprises and consumers.

Third-party trademarks referenced herein are the property of their respective owners. Axon, the Delta Logo, TASER and Protect Life 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.

Follow Axon here:

●	Axon on Twitter: https://twitter.com/axon_us
●	Axon on Facebook: https://www.facebook.com/Axon.ProtectLife/
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Note to Investors

Please visit http://investor.axon.com, https://www.axon.com/press, www.twitter.com/axon_us and https://www.facebook.com/Axon.ProtectLife/ where Axon discloses information about the company, its financial information and its business.

Media Contact:

Corinne Clark

Sr. Public Relations Manager

Press@Axon.com

Media ONLY Hotline: (480) 444-4000