Axon Enterprise 8-K 2026-05-28

Filed 2026-06-01. 1 sections, 8K characters. Original on sec.gov · Markdown · JSON

Form 8-K

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

May 28, 2026

Date of Report (Date of earliest event reported)


Axon Enterprise, Inc.

(Exact name of registrant as specified in its charter)

Delaware001-1639186-0741227
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.00001 Par ValueAXONThe NASDAQ Stock Market LLC

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 o

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. o

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 28, 2026, Axon Enterprise, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (“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 72,920,923 representing approximately 90.5% of the 80,572,201 shares outstanding as of the March 31, 2026 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 Annual Report to Shareholders for the year ended December 31, 2025 on Form ARS relating to the Annual Meeting, which was filed with the SEC on April 16, 2026.

Proposal No. 1 — Election of Directors

The following nominees were elected directors for a term of one year (and until their successors are elected and qualified) by the votes indicated below.

FORAGAINSTWITHHELDBROKER NON-VOTES
Erika Ayers Badan59,669,7301,432,362153,59511,665,236
Adriane Brown58,603,3052,546,635105,74711,665,236
Michael Garnreiter55,842,7125,137,861275,11411,665,236
Caitlin Kalinowski60,226,957927,974100,75611,665,236
Todd Morgenfeld60,438,825707,643109,21911,665,236
Hadi Partovi58,038,1023,113,363104,22211,665,236
Graham Smith59,628,7811,554,42672,48011,665,236
Patrick Smith60,766,401426,91062,37611,665,236
Jeri Williams60,213,464938,146104,07711,665,236

Proposal No. 2 — Advisory Vote to Approve the Compensation of the Company’s 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:

FORAGAINSTABSTAINBROKER NON-VOTES
54,903,6986,239,017112,97211,665,236

Proposal No. 3 — Ratification of Appointment of Independent Registered Public Accounting Firm

The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for fiscal year 2026 was approved by the votes indicated below. There were no broker non-votes on this proposal.

FORAGAINSTABSTAINBROKER NON-VOTES
72,672,121180,66468,138—

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit NumberExhibit Description
104The 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: June 1, 2026Axon Enterprise, Inc.
By:/s/ ISAIAH FIELDS
Isaiah Fields Chief Legal Officer and Corporate Secretary