AeroVironment Inc

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PROXY SUMMARY

This proxy statement is furnished to our stockholders in connection with the solicitation of proxies by the board of directors (the “board” or “board of directors”) of AeroVironment, Inc. (the “company”) for our 2024 annual meeting of stockholders (the “annual meeting”) to be held on Friday, September 27, 2024, and any adjournments or postponements thereof, for the purposes set forth in the attached notice of annual meeting. Our principal executive offices are located at 241 18 th Street South, Suite 650, Arlington, VA 22202. Enclosed with this proxy statement is a copy of our 2024 annual report for the fiscal year ended April 30, 2024. However, the 2024 annual report is not intended to be a part of, and shall not be deemed to be incorporated by reference into, this proxy statement or a solicitation of proxies.

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement before voting. For more complete information regarding the company’s 2024 performance, please review our annual report on Form 10-K for the fiscal year ended April 30, 2024. This proxy statement and the accompanying proxy card are first being mailed to stockholders on or about August 16, 2024.

VOTING AND MEETING INFORMATION

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It is important that you vote in order to impact the future of the company. Please carefully review the proxy materials for the annual meeting, which will be held on Friday, September 27, 2024, at 12:00 p.m., Eastern Daylight Time, online athttps://web.lumiconnect.com/216888245, and follow the instructions below to cast your vote on all of the voting matters.

Who is Eligible to Vote

You are entitled to vote at the annual meeting if you were a stockholder of record at the close of business on August 7, 2024, which we refer to as the “Record Date” of the annual meeting. On the Record Date, there were 28,206,480 shares of common stock issued and outstanding and entitled to vote at the annual meeting. The holders of our common stock are entitled to one vote per share on any proposal presented at the annual meeting. We have no other voting securities outstanding.

Voting in Advance of the Meeting

Even if you plan to attend the annual meeting, please vote right away using one of the following advance voting methods (see page 84 for additional details). Make sure to have your proxy card or voting instruction form in hand and follow the instructions.

You can vote in advance of the meeting in one of three ways:

Attending and Voting at the Annual Meeting

All stockholders of record may vote virtually at the annual meeting. Beneficial owners may vote virtually at the meeting if they have a legal proxy, as described on page 83.

Important Note about Meeting Admission Requirements: If you plan to attend the meeting virtually, you should review the important details on admission requirements on page 83.

Electronic Document Delivery

Instead of receiving future copies of our notice of annual meeting, proxy statement and the annual report by mail, stockholders of record and most beneficial owners can elect to receive an email that will provide electronic links to these documents. Opting to receive our proxy materials online will save on the cost of producing and mailing documents and significantly reduce paper waste and will also provide an electronic link to quickly and efficiently access the proxy voting site. Please see your proxy card for the website to which you are referred to vote your shares for instructions on how to elect to receive your future proxy materials electronically.

Roadmap of Voting Matters

Stockholders are being asked to vote on the following matters at the 2024 annual meeting of stockholders:

QUESTIONS AND ANSWERS (PAGE 82)

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Please see the Questions and Answers section beginning on page 82 for important information about the proxy materials, voting, the annual meeting, company documents, communications and the deadlines to submit stockholder proposals for the 2025 annual meeting of stockholders. Additional questions may be directed to Investor Relations at (805) 520-8350 x4278 or https://investor.avinc.com/contact-and-faq/contact-us.

CORPORATE GOVERNANCE (PAGE 26)

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The company is committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens board and management accountability and helps build public trust in the company. Highlights of our governance practices include:

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Highly qualified and engaged board of directors, with relevant expertise for overseeing our strategy, capital allocation, performance, succession planning and risk

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High proportion of independent directors (7 of 8)

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Independent Audit, Compensation, Nominating and Corporate Governance and Cybersecurity Committees

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Board comprised of directors with key skills, attributes and experiences linked to the company’s needs and business priorities

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Limitation to four public companies on which directors can serve without receiving prior approval of the Chair of the Nominating and Corporate Governance Committee;

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Disclosed “skills matrix” for the board

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Regular board and committee self-evaluations

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Majority vote standard for election of directors in uncontested elections

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Lead Independent Director

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Regular reviews for board refreshment

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Active stockholder engagement

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Anti-hedging, anti-pledging, and anti-short sale policies for all executives, directors and employees

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Executive compensation driven by pay-for-performance philosophy

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Annual Say-on-Pay advisory vote on executive compensation

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Share ownership guidelines and share retention policy for executives and directors

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Compensation recovery (clawback) policy for executives

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Stockholders “proxy access” right to nominate director candidates and have those nominees included in our proxy statement, subject to meeting the requirements in our Bylaws

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DIRECTOR NOMINEES AND OTHER DIRECTORS (PAGES 14 — 23)

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• = Independent Director

L = Lead Independent Director

A = Audit Committee

C = Compensation Committee

CS = Cybersecurity Committee

E = Executive Committee

NCG = Nominating and Corporate Governance Committee

If re-elected, the nominee will Chair the Cybersecurity Committee and serve on the Audit Committee and Nominating and Corporate Governance Committee.

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