Shareholder Vote

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   Date of Report (Date of earliest event reported): June 27, 2024   AGEAGLE AERIAL SYSTEMS INC. (Exact Name of Registrant as Specified in Charter)   Nevada   001-36492   88-0422242 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   8201 E. 34th Cir N , Suite 1307 , Wichita , Kansas   67226 (Address of principal executive offices)   (Zip Code)   Registrant’s telephone number, including area code: ( 620 ) 325-6363     (Former name or former address, if changed since last report)   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:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock   UAVS   NYSE American   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). ☐   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. ☐             Item 5.07 Submission of Matters to a Vote of Security Holders   On June 27, 2024, the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of AgEagle Aerial Systems Inc. (the “Company”) was held. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.   1. Election of Directors .   The following five (5) director nominees were elected to serve as directors of the Company, with the following votes tabulated:       For     Withheld     Broker Non-Vote   William Irby     1,877,343       254,041       2,083,345   Grant Begley     1,850,229       281,155       2,083,345   Thomas Gardner     1,846,681       284,703       2,083,345   Kelly J. Anderson     1,862,219       269,165       2,083,345   Malcolm Frost     1,879,597       251,787       2,083,345     2. Advisory Vote on Compensation of Named Executive Officers (“Say-on-Pay”) .   The compensation of the Company’s named executive officer was approved, on an advisory basis, with the following votes tabulated:   For     Against     Abstain     Broker Non-Vote     1,687,623       339,782       52,724       2,083,345     3. Ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2024 .   The appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified, with the following votes tabulated:   For     Against     Abstain     Broker Non-Vote     3,847,087       263,690       52,697       0      4. Approval of the issuance of shares of the Company’s common stock representing more than 20% of the Company’s common stock outstanding upon conversion of the convertible note in accordance with NYSE American Rule 713(a)(ii).   The issuance of shares of the Company’s common stock representing more than 20% of the Company’s common stock outstanding upon conversion of the convertible note in accordance with NYSE American Rule 713(a)(ii) was not approved, with the following votes tabulated:   For     Against     Abstain     Broker Non-Vote     567,286       393,441       1,119,402       2,083,345     2     SIGNATURES   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: July 2, 2024 AGEAGLE AERIAL SYSTEMS INC.         By: /s/ Mark DiSiena   Name: Mark DiSiena   Title: Chief Financial Officer   3