AIRO Group Holdings, Inc.

8-K · form8-k.htm

0001927958

 2026-06-04
 2026-06-04

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 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 4, 2026

  

 AIRO
Group Holdings, Inc.

 (Exact
name of registrant as specified in its charter)

  

 Delaware
  
 001-42600
  
 88-0812695

 (State
 or other jurisdiction

 of
 incorporation)

  
 (Commission

 File
 Number)

  
 (IRS
 Employer

 Identification
 No.)

  
  
  
  
  

 8444
 Westpark Drive

 McLean ,
 Virginia

  
  
  
 22102

 (Address
 of principal executive offices)
  
  
  
 (Zip
 Code)

  

 Registrant’s
telephone number, including area code: (505) 338-2343

  

 N/A

 (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, $0.000001 par value per share
  
 AIRO
  
 Nasdaq
 Global Market

  

 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 ☒

  

 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.

  

 AIRO
Group Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 4,
2026. As of April 7, 2026, the record date for the Annual Meeting, a total of 31,438,382 shares of the Company’s common stock were
outstanding and entitled to vote on all matters presented to the Company’s stockholders at the Annual Meeting. At the Annual Meeting,
there were 20,827,152 shares, or 66.25%, present in person or represented by proxy, which constituted a quorum. At the Annual Meeting,
the Company’s stockholders considered the following proposals:

  

 (1)
To elect three Class I directors to serve until the 2029 annual meeting of stockholders and until their successors have been duly elected
and qualified or their earlier death, resignation or removal; and

  

 (2)
To cast an advisory (non-binding) vote to ratify the selection by the Audit Committee of the Board of Directors of the Company of BPM
LLP as the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2026.

  

 The
final voting results for each proposal are described below.

  

 Proposal
1

  

 Three
Class I directors were elected to serve until the 2029 annual meeting of stockholders and until their successors have been duly elected
and qualified or their earlier death, resignation or removal. The results were as follows:

  

 Name  
 For    
 Withhold    
 Broker
 Non-Votes
  

 Gregory Winfree  
   13,017,957    
   1,659,653    
   6,149,542  

 Brian Nelson  
   14,527,348    
   150,263    
   6,149,541  

 Sherrie McCandless  
   13,054,349    
   1,623,261    
   6,149,542  

  

 Proposal
2

  

 The
Audit Committee’s selection of BPM LLP as the Company’s independent registered public accounting firm for the year ending
December 31, 2026 was ratified. The results were as follows:

  

 For
  
 Against
  
 Abstain

 20,491,151
  
 254,767
  
 81,234

  

  

  

  

 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.

  

  
 AIRO
 GROUP HOLDINGS, INC.

  
  

  
 By:
 /s/
 Dr. Mariya Pylypiv

  
  
 Dr.
 Mariya Pylypiv

  
  
 Chief
 Financial Officer

  

 Dated:
June 5, 2026