8-K – 2026-06-01 – axon-20260528.htm

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axon-20260528 0001069183 FALSE 0001069183 2026-05-28 2026-05-28

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)

Delaware 001-16391 86-0741227
(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 class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.00001 Par Value AXON The 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-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.

FOR AGAINST WITHHELD BROKER NON-VOTES
Erika Ayers Badan 59,669,730  1,432,362  153,595  11,665,236 
Adriane Brown 58,603,305  2,546,635  105,747  11,665,236 
Michael Garnreiter 55,842,712  5,137,861  275,114  11,665,236 
Caitlin Kalinowski 60,226,957  927,974  100,756  11,665,236 
Todd Morgenfeld 60,438,825  707,643  109,219  11,665,236 
Hadi Partovi 58,038,102  3,113,363  104,222  11,665,236 
Graham Smith 59,628,781  1,554,426  72,480  11,665,236 
Patrick Smith 60,766,401  426,910  62,376  11,665,236 
Jeri Williams 60,213,464  938,146  104,077  11,665,236 

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:

FOR AGAINST ABSTAIN BROKER NON-VOTES
54,903,698  6,239,017  112,972  11,665,236 

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
72,672,121  180,664  68,138  — 

Item 9.01 Financial Statements and Exhibits
(d) Exhibits

Exhibit
Number
Exhibit Description
104 The 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, 2026 Axon Enterprise, Inc.

By:  /s/ ISAIAH FIELDS
Isaiah Fields
Chief Legal Officer and Corporate Secretary