AgEagle Aerial Systems Inc 8-K, filed Jun 21, 2021
AgEagle Aerial Systems Inc. (UAVS)
About this 8-K
AgEagle Aerial Systems Inc filed this 8-K on June 21, 2021, reporting on events of June 14, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed in a Current Report on Form 8-K filed on May 26, 2021, Mr. Brandon Torres Declet, the former Chief Operating Officer of AgEagle Aerial Systems Inc. (the “Company”), was appointed to serve as its Chief Executive Officer in May 2021. On June 11, 2021, the Board of Directors of the Company, upon recommendation of the Compensation Committee, approved an increase in Mr. Torres Declet’s annual base salary from $225,000 to $235,000, effective as of May 24, 2021, to be commensurate with his new position as Chief Executive Officer.
On June 14, 2021, the Company’s Board, upon recommendation of the Compensation Committee, also approved the adoption of its 2021 Executive Bonus Plan pursuant to which, if all performance milestones related to the Company’s operational, financial and strategic targets are met, the following bonuses shall be paid:
(i) Mr. Torres Declet, as the Company’s Chief Executive Officer, can receive up to a maximum of an additional $47,000 (i.e., 20% of the annual base salary) in cash bonus and 300,000 Restricted Stock Units (RSUs);
(ii) Ms. Nicole Fernandez-McGovern, the Company’s Chief Financial Officer, can receive up to a maximum of an additional $44,000 (i.e., 20% of the annual base salary) in cash bonus and 275,000 RSUs; and
(iii) the Company’s Chief Operating Officer, at such time as the position has been filled, can receive up to a maximum of an additional $45,000 (i.e., 20% of the annual base salary) in cash bonus and 285,000 RSUs.
On June 14, 2021, the Company’s Board also approved the promotion of Mr. Jesse Stepler, SVP of Product and Strategy of Measure Global, Inc., the Company’s wholly-owned subsidiary (“Measure”) to become President of Measure, effective June 17, 2021.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 16, 2021, the Company held its 2021 annual meeting of stockholders (the “Annual Meeting”) to vote on the following matters:
1. Election of Directors
All of the following five nominees were elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve for a term of one year, until the next Annual Meeting and until their successors have been duly elected and have qualified.
| Nominee | For | Withheld | ||||||
| Barrett Mooney | 11,583,118 | 3,202,810 | ||||||
| Grant Begley (1)(2)(3) | 13,127,492 | 1,658,436 | ||||||
| Luisa Ingargiola (1)(2)(3) | 12,204,167 | 2,581,761 | ||||||
| Thomas Gardner (1)(2)(3) | 12,514,705 | 2,271,223 | ||||||
| Brandon Torres Declet | 11,646,228 | 3,139,700 | ||||||
(1) Member of the audit committee.
(2) Member of the compensation committee.
(3) Member of the nominating and corporate governance committee.
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2. Advisory Vote on Compensation of Named Executive Officers
Shareholders have approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including, the compensation tables and accompanying narrative discussion set forth in the Proxy Statement, in accordance with the voting results listed below:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 12,492,725 | 747,074 | 1,546,129 | 19,169,342 | |||||||||||
3. Increase the number of shares of Common Stock authorized for issuance under the Company’s 2017 Omnibus Stock Incentive Plan to 10,000,000.
Shareholders approved the increase in the authorized shares under the Company’s 2017 Omnibus Stock Incentive Plan, in accordance with the voting results listed below.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 10,165,471 | 3,136,663 | 1,483,794 | 19,169,342 | |||||||||||
4. Ratification of the Company’s Independent Auditors
Shareholders ratified the appointment of WithumSmith+Brown, PC, as the independent auditors of the Company for the fiscal year ended December 31, 2020, in accordance with the voting results listed below.
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 31,481,832 | 418,169 | 2,055,269 | 0 | |||||||||||
Item 7.01 Regulation FD Disclosure.
On June 17, 2021, the Company issued a press release entitled “AgEagle™ Aerial Systems Announces Jesse Stepler as President of Measure and New Hires for Key Management Roles” and a copy is attached hereto as Exhibit 99.1
The foregoing information, including the press release attached hereto as Exhibit 99.1 is being furnished pursuant to Item 7.01 of this Current Report and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| EXHIBIT NO. | DESCRIPTION | |
| 99.1 | Press Release dated June 17, 2021 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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SIGNATURES
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.
| AGEAGLE AERIAL SYSTEMS, INC. | ||
| By: | /s/ Nicole Fernandez-McGovern | |
| Name: | Nicole Fernandez-McGovern | |
| Title: | Chief Financial Officer | |
Dated: June 21, 2021
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Exhibit 99.1
AgEagle™ Aerial Systems Announces Jesse Stepler as President of Measure and New Hires for Key Management Roles
WICHITA, Kan. – June 17, 2021 – (GLOBE NEWSWIRE) – AgEagle™ Aerial Systems Inc. (NYSE American: UAVS) (“AgEagle” or the “Company”), an industry-leading drone solutions provider, today announced the promotion of Jesse Stepler to President of Measure Global (“Measure”), an AgEagle company, and the appointment of two highly experienced business professionals to key management roles.
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Jesse Stepler – Promotion to President of Measure Shortly following AgEagle’s acquisition of Measure in April 2021, Stepler was appointed by AgEagle to serve as Measure’s Senior Vice President, Strategy and Product, and has now been announced as President of Measure effective immediately. Stepler co-founded Measure with Brandon Torres Declet, who previously served as President of Measure until his appointment by the Company’s Board of Directors to the post of Chief Executive Officer of AgEagle last month. Stepler has nearly two decades of leadership experience working in the UAV, aerospace and defense industries, as well as international finance. |
| Scott Lumish – Senior Vice President of Sales and Business Development AgEagle further announced that Scott Lumish has joined the Company as its Senior Vice President of Sales and Business Development. With more than 30 years of experience in senior leadership and strategic business-building, Lumish successfully led numerous multi-faceted go-to-market programs involving the development of global channel ecosystems, strategic and OEM partnerships and key account acquisitions for organizations engaged in Drone Enterprise Software, SaaS, ERP and Autonomous Robotics. Among his many prolific roles, he served as Chief Executive Officer of Hangar Technology, a drone workflow automation company. In 2019, he led the sale of Hangar Technology to AirMap, a U.S.-based airspace and automation company working to accelerate the adoption of unmanned aerial system technologies by civilian governments, defense and security and enterprise sectors. |
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Lumish was also former Vice President of Business Development at DroneDeploy, a cloud-based drone mapping software provider for the global commercial drone markets. Earlier in his career, he held various senior level and executive positions at several high growth technology companies, including Intacct Corporation, Transverse, NetSuite, Cobalt Networks, MainSoft Corporation and Pure Software. Lumish was also a member of the Board of Directors of Measure prior to it being acquired by AgEagle.
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Andrea CinqMars – Director of Marketing
| In addition, AgEagle is pleased to welcome Andrea CinqMars as its Director of Marketing, charged with overseeing all creative, brand-building, lead generation marketing and advertising, and digital and social media strategies for AgEagle and its subsidiary companies. For the past 15 years, CinqMars has distinguished herself as a natural and collaborative leader working with companies and clients ranging from start-ups to Fortune 500s in both corporate and agency environments. Her proven track record of success is punctuated by her many achievements leading global marketing and brand-building initiatives for Sales Performance International, Ingersoll Rand, TRACOM Group, Microsoft, Philips, Mastercard and EY, among many others. |
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Torres Declet stated, “At AgEagle, we understand that leading in our industry will greatly depend on recruiting a deep bench of talented and passionate professionals. As we continue to scale our business, our customers can continue to count on the team delivering best-in-class drone, sensor and software solutions. I’m very pleased to welcome Scott and Andrea to AgEagle’s team and heartily congratulate Jesse on his well-deserved promotion.”
About AgEagle Aerial Systems Inc.
Founded in 2010, AgEagle is one of the nation’s leading commercial drone technology providers. AgEagle’s mission is to empower The Drone Age™ by providing American-made drone solutions to the world. The Company is leveraging its reputation as one of the industry’s premium technology solutions and aerial data intelligence providers to deliver high performance, end-to-end drone solutions for commercial use worldwide. AgEagle products are proudly manufactured and assembled in the United States. For additional information, please visit our websites at www.ageagle.com, www.measure.com and www.micasense.com.
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements involve risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from management’s current expectations include those risks and uncertainties relating to our competitive position, the industry environment, potential growth opportunities, and the effects of regulation and events outside of our control, such as natural disasters, wars or health epidemics. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.
AgEagle Aerial Systems Contacts:
| Investor Relations: | Media: |
| Gateway Investor Relations | Clarity PR |
| Matt Glover or Cody Cree | Monica Feig |
| Phone: 949-574-3860 | Phone: 818-917-0770 |
| Email: UAVS@gatewayIR.com | Email: ageagle@clarity.pr |
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