UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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