AeroVironment, Inc. filed a Form 8-K on August 7, 2026, disclosing the planned retirement of director Charles Thomas Burbage and the appointment of Michael Ruppert to its Board of Directors effective August 5, 2026.

Key Highlights

  • Director retirement: Charles Thomas Burbage notified the Board on August 3, 2026, of his decision to retire and not stand for re-election at the Company's 2026 annual meeting of stockholders.
  • Board expansion: On August 5, 2026, the Board increased its size from nine to ten directors before appointing Mr. Ruppert.
  • New appointment: Michael Ruppert was appointed as a Class II director effective August 5, 2026, upon recommendation of the Nominating and Corporate Governance Committee.
  • No disagreement: According to the filing, Mr. Burbage's decision "was not due to any disagreement with the Company, its auditors or advisors on any matter relating to the Company or its operations, policies or practices."
  • Indemnification agreement: The Company entered into an indemnification agreement with Mr. Ruppert consistent with agreements provided to other directors.
  • Annual meeting date: The Company's 2026 annual meeting of stockholders is anticipated to be held on September 24, 2026, at which point Mr. Burbage's term will end.

AeroVironment Board Transition: Burbage Retirement and Ruppert Appointment

AeroVironment, Inc. (NASDAQ: AVAV) disclosed two concurrent Board changes in its August 7, 2026 filing. Charles Thomas Burbage, a sitting director, notified the Board on August 3, 2026, that he would retire at the conclusion of his current term. According to the filing, Mr. Burbage will continue to serve as a director and as a member of the Board's Nominating and Corporate Governance Committee, Compensation Committee, and Executive Committee until his term ends at the start of the 2026 annual meeting of stockholders, anticipated on September 24, 2026.

Separately, on August 5, 2026, the Board acted on a recommendation from the Nominating and Corporate Governance Committee to first expand its size from nine to ten directors, then appoint Michael Ruppert as a Class II director effective immediately. The filing states that there are no arrangements or understandings between Mr. Ruppert and any other person pursuant to which he was selected, and that he has no family relationship with any director or executive officer of the Company. The filing also notes he has "no direct or indirect material interest in any transaction involving the Company required to be disclosed under Item 404(a) of Regulation S-K."

Mr. Ruppert's compensation for Board service will be consistent with that provided to all non-employee directors, as the Company discloses and updates in its annual proxy materials. An indemnification agreement was entered into with Mr. Ruppert in connection with his appointment, in substantially the same form as those entered into with the Company's other directors. The form is available as Exhibit 10.1 in the Company's Annual Report on Form 10-K for the year ended April 30, 2026. A press release on these matters was issued by the Company on August 7, 2026, and attached as Exhibit 99.1 to the filing.

What Was Disclosed

AeroVironment disclosed director Charles Thomas Burbage's planned retirement effective at the 2026 annual meeting and the appointment of Michael Ruppert as a Class II director following a Board expansion from nine to ten members, both reported in an August 7, 2026 Form 8-K.