Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 10, 2024, Axon Enterprise, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”), at which the Company’s shareholders approved an amendment and restatement of the Company 2022 Stock Incentive Plan (the “Amended Plan”), the Company 2024 eXponential Stock Plan (the “2024 Employee XSP”) and the CEO Performance Award (the “2024 CEO Performance Award”). Please see Item 5.07 below for additional information. The Company’s Board of Directors (the “Board”) approved the Amended Plan on March 15, 2024 and the 2024 Employee XSP on October 14, 2023, in each case, subject to shareholder approval. The Compensation Committee of the Board approved and granted the 2024 CEO Performance Award to the Company’s founder and Chief Executive Officer, Patrick W. Smith, effective as of December 22, 2023, subject to shareholder approval.
The purpose of the Amended Plan is to make available an additional 2,231,811 shares of the Company’s common stock for grants of future equity incentive awards under the Amended Plan, ensuring that the Company will continue to have a sufficient supply of shares for ordinary course equity incentive grants. No awards have been granted at this time under the Amended Plan to the Company’s executive officers who are subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934 (the “Section 16 Officers”).
The 2024 Employee XSP provides for the grant of eXponential Stock Units (“XSUs”) to employee participants, including the Section 16 Officers. As of the date of this Current Report on Form 8-K, the following Section 16 Officers were granted XSU awards under the 2024 Employee XSP: (i) Joshua M. Isner (475,372 XSUs); (ii) Brittany Bagley (213,918 XSUs); (iii) Jeffrey C. Kunins (144,323 XSUs); and (iv) Cameron Brooks (110,667 XSUs). Such XSU grants became effective simultaneously with shareholder approval at the Annual Meeting.
Upon shareholder approval of the 2024 CEO Performance Award at the Annual Meeting, the 2024 CEO Performance Award was effectuated and Mr. Smith received a grant of 679,102 XSUs. For additional details with respect to Mr. Smith’s previously disclosed current compensatory arrangement, see the Company’s Current Report filed on Form 8-K, dated as of December 14, 2023.
A summary of each of the Amended Plan, the 2024 Employee XSP and the 2024 CEO Performance Award is contained, under the heading “Proposal No. 2 - Approval of the Axon Enterprise, Inc. Amended and Restated 2022 Stock Incentive Plan”, “Proposal No. 3 - Approval of the Axon Enterprise, Inc. 2024 eXponential Stock Plan” and “Proposal No. 4 - Approval of the 2024 CEO Performance Award”, respectively, in the Company’s Definitive Proxy Statement (the “Definitive Proxy Statement”) on Schedule 14A filed with the U.S. Securities and Exchange Commission (“SEC”) on March 29, 2024.
The foregoing descriptions of the Amended Plan, the 2024 Employee XSP and the 2024 CEO Performance Award do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Plan, the 2024 Employee XSP and the 2024 CEO Performance Award that are filed as Exhibit 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 10, 2024, the Company held its Annual 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 Annual Meeting was 67,578,597 representing approximately 89.6% of the 75,463,324 shares outstanding as of the March 15, 2024 record date and entitled to vote at the Annual 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 Annual Meeting is set out below. For more information regarding these matters, please refer to the Company’s Definitive Proxy Statement relating to the Annual Meeting, which was filed with the SEC on March 29, 2024.