AgEagle Aerial Systems Inc. 8-K

What Happened

• AgEagle Aerial Systems, Inc. held a special meeting of stockholders on January 22, 2026 and reported the results in an 8‑K filed January 26, 2026. Stockholders approved the issuance of common shares issuable upon conversion of 100,000 shares of Series G Convertible Preferred Stock (initial conversion price $1.23 per share), amended the 2017 Omnibus Equity Incentive Plan, ratified Grassi & Co., CPAs, P.C. as the independent auditor for fiscal 2025, and approved an Employee Stock Purchase Plan (ESPP). The company’s definitive proxy for the meeting was filed December 9, 2025.

Key Details

• Series G conversion issuance approved: For 7,443,238; Against 942,640; Abstain 83,594; Broker non‑vote 12,316,989. Series G: 100,000 shares; initial conversion price $1.23/share.
• 2017 Omnibus Equity Incentive Plan amendment approved: For 7,058,612; Against 1,321,797; Abstain 89,063; Broker non‑vote 12,316,989.
• Auditor ratification: Grassi & Co. ratified as independent registered public accounting firm for fiscal 2025: For 19,846,486; Against 658,143; Abstain 281,832; Broker non‑vote 0.
• ESPP approved: For 8,012,942; Against 412,061; Abstain 44,469; Broker non‑vote 12,316,989.

Why It Matters

• The Series G conversion approval creates a clear path for up to 100,000 preferred shares to convert into common stock at $1.23 per share, which can increase the number of outstanding shares and affect ownership percentages (i.e., potential dilution).
• Approval of the equity plan amendment and the ESPP enables additional equity awards and employee purchase of shares, which can affect compensation expense and employee ownership structure.
• Ratification of the auditor is a routine governance step confirming the firm that will audit fiscal 2025 results.
• Large broker non‑vote totals on several proposals indicate many shares held by brokers did not vote on those matters, which can be relevant when assessing shareholder engagement and vote outcomes.