AeroVironment Files Preliminary Proxy Materials in Connection with 2013 Annual Meeting of Stockholders

  AeroVironment Files Preliminary Proxy Materials in Connection with 2013
  Annual Meeting of Stockholders

  *Board Nominates New Independent Directors Tom Burbage and Ed Muller, and
    Existing Director Charles Holland for Election to Board at 2013 Annual
    Meeting; Murray Gell-Mann & Kenneth R. Baker to Retire from Board
  *Stephen F. Page Named Lead Independent Director

Business Wire

MONROVIA, Calif. -- August 22, 2013

AeroVironment, Inc. (NASDAQ: AVAV) today announced that it has filed
preliminary proxy materials with the U.S. Securities and Exchange Commission
(“SEC”) in connection with the company’s 2013 Annual Meeting of Stockholders
(“2013 Annual Meeting”). The company has established September 6, 2013 as the
record date for stockholders entitled to vote at the 2013 Annual Meeting.

AeroVironment’s board of directors also announced today that it has nominated
Tom Burbage, former executive vice president and general manager at Lockheed
Martin Aeronautics Company, and Ed Muller, vice chairman of NRG, Energy, Inc.
and former chairman and chief executive officer of both GenOn Energy, Inc. and
Mirant Corporation, for election to the company’s board at the 2013 Annual
Meeting, for terms expiring in 2016. Messrs. Burbage and Muller will replace
current directors Kenneth R. Baker and Murray Gell-Mann who, following many
years of dedicated service to AeroVironment, have chosen to retire from the
board following the 2013 Annual Meeting. Additionally, the board has nominated
existing director Charles Holland to stand for re-election at the 2013 Annual
Meeting.

“Tom Burbage and Ed Muller are two well-respected and proven leaders in the
aerospace and defense and energy industries who will complement our current
board members with their valuable insights,” said Tim Conver, AeroVironment’s
Chief Executive Officer and Chairman. “Tom and Ed bring to AeroVironment a
wealth of expertise, both from within our industries and beyond. Their proven
business knowledge, relevant skills and experience will be great assets for
our company as we continue to execute our growth plan for the benefit of all
AeroVironment stockholders.”

Conver added, “Tom Burbage has more than 30 years of aerospace and defense
industry experience at Lockheed Martin and its predecessor company, most
recently serving as executive vice president and general manager of the F-35
Joint Strike Fighter Program. We look forward to benefitting from Tom’s
valuable perspective and experience on aerospace program development,
management, global marketing and rapid scaling of complex programs.”

“Ed Muller currently serves as vice chairman of NRG Energy, and previously
served as chief executive officer of global power companies GenOn and Mirant.
Ed’s corporate governance and leadership experience, and his intimate
understanding of the global electricity production and distribution industry,
will benefit the company’s Efficient Energy Systems business segment by
providing significant and relevant expertise as we continue to execute on our
strategic initiatives,” said Conver.

Conver concluded, “We are grateful to Murray and Ken for their years of
service to our board and their many contributions to our company. Murray’s
unmatched intellect and unique insight into complex issues have helped guide
AeroVironment since our founding in 1971. Ken’s expertise in innovation,
engineering and electric vehicles helped us achieve the industry-leading
positions we enjoy today. Both have helped prepare AeroVironment for the
growth opportunities ahead, and we wish them only the best in the future.”

The company also announced today that the board has named Stephen F. Page as
lead independent director. The lead independent director position has been
instituted to further enhance the board’s independence and its ability to
fulfill its management oversight responsibilities.

With the election of Messrs. Burbage and Muller, the AeroVironment board will
be composed of seven highly-qualified and experienced directors, five of whom
are independent. All of AeroVironment’s current directors, as well as Messrs.
Burbage and Muller, are seasoned professionals who possess the broad and
necessary skills and experience across a range of disciplines and industries
that are critical to AeroVironment. Each nominee has extensive operations and
management experience at the highest levels of public or private companies or
the U.S. military. As demonstrated by today’s appointments, the board
continues to add new, qualified and independent directors who complement
AeroVironment’s experienced board.

Prior to making today’s nominations, the Nominating and Corporate Governance
Committee of the company’s board of directors (the “Committee”) reviewed and
considered multiple additional, independent director candidates, including
Glenn W. Welling, Principal and Chief Investment Officer at Engaged Capital
Management, a stockholder of the company. After careful consideration and
based on the recommendation of the Committee, which conducted an interview of
Mr. Welling, the company’s board determined that Messrs. Burbage and Muller
were better qualified due to their market knowledge, operating leadership,
complex business and program management, and international business and
corporate governance experience.

About Tom Burbage

Mr. Burbage, age 65, retired from Lockheed Martin Aeronautics Company in April
2013 after a distinguished 33 year career, during which he served most
recently as Executive Vice President and General Manager, Joint Strike Fighter
Program from 2000 to 2013. During his tenure at Lockheed Martin, Mr. Burbage
also served as President of the company’s LM Aeronautical Systems division
from 1999 to 2000, leading the restructuring of that division prior to its
consolidation in 2000. Mr. Burbage previously served on active duty in the
U.S. Navy as a Naval Aviator and recorded more than 3,000 flight hours in 38
types of military aircraft before retiring as a Captain in the Naval Reserve
in 1994. Mr. Burbage has received numerous industry awards, including, the
inaugural Award for Ethical Leadership from the U.S. Naval Academy/Harvard
Business Review in 2007; the Leadership in Aerospace Award from the Society of
Automotive Engineers in 2006; the Donald C. Burnham Award from the Society of
Manufacturing Engineers; the Silver Knight Award from the National Management
Association; three Laurels Awards from Aviation Week magazine and the
Aerospace Industry Personality of the Year Award for 2002 from Flight
International magazine. He is a member of the Society of Experimental Test
Pilots and is a Fellow of the Royal Aeronautical Society in the United
Kingdom. Mr. Burbage received a B.S. in aerospace engineering from the U.S.
Naval Academy and holds an M.S. in aeronautical systems from the University of
West Florida and an M.B.A. from the University of California, Los Angeles.

About Ed Muller

Mr. Muller, age 61, has served as Vice Chairman of NRG Energy, Inc., or NRG, a
U.S. based energy production and distribution company, since December 2012.
Prior to the merger in 2012 of NRG and GenOn Energy Inc., or GenOn, he served
as the chairman and chief executive of GenOn, which also produced and sold
electricity in the United States. From 2005 to 2010, he was chairman and chief
executive of Mirant Corporation, which produced and sold electricity in the
United States and internationally. Previously, Mr. Muller served as president
and chief executive officer of Edison Mission Energy until 2000, which had
major international activities. Mr. Muller previously was vice president,
chief financial officer, general counsel and secretary of Whittaker Corp., a
Los Angeles-based conglomerate with activities in aerospace, chemicals,
healthcare and metals. Mr. Muller serves as a director of Transocean Ltd., an
offshore oil and gas driller, and previously served as a director of Contact
Energy, Ltd., Edison Mission Energy; Interval, Inc., Oasis Residential, Inc.,
Ormat Technologies, Inc., RealEnergy, Inc., RigNet Inc., Strategic Data Corp.,
The Keith Companies, Inc., and Whittaker Corp. He is a member of the Council
on Foreign Relations, the Pacific Council on International Policy and the
Board of Trustees of the Riverview School (which he chaired for four years),
and previously was Chairman of the U.S.-Philippines Business Committee and
Co-Chairman of the International Energy Development Council. Mr. Muller
received his undergraduate degree from Dartmouth College and J.D. from Yale
Law School.

About AeroVironment, Inc.

AeroVironment is a technology solutions provider that designs, develops,
produces and supports an advanced portfolio of Unmanned Aircraft Systems (UAS)
and electric transportation solutions. Agencies of the U.S. Department of
Defense and allied military services use the company's electric-powered,
hand-launched unmanned aircraft systems extensively to provide situational
awareness to tactical operating units through real-time, airborne
reconnaissance, surveillance and communication. AeroVironment's electric
transportation solutions include a comprehensive suite of electric vehicle
(EV) charging systems, installation and network services for consumers,
automakers, utilities and government agencies, power cycling and test systems
for EV developers and industrial electric vehicle charging systems for
commercial fleets. More information about AeroVironment is available at
www.avinc.com.

Safe Harbor Statement

Certain statements in this press release may constitute "forward-looking
statements" as that term is defined in the Private Securities Litigation
Reform Act of 1995. These statements are made on the basis of current
expectations, forecasts and assumptions that involve risks and uncertainties,
including, but not limited to, economic, competitive, governmental and
technological factors outside of our control, that may cause our business,
strategy or actual results to differ materially from those expressed or
implied. Factors that could cause actual results to differ materially from the
forward-looking statements include, but are not limited to, our ability to
perform under existing contracts and obtain additional contracts; changes in
the timing and/or amount of government spending; changes in the supply and/or
demand and/or prices for our products and services; changes in the regulatory
environment; the activities of competitors; failure of the markets in which we
operate to grow; failure to expand into new markets; failure to develop new
products or integrate new technology with current products; and general
economic and business conditions in the United States and elsewhere in the
world. For a further list and description of such risks and uncertainties, see
the reports we file with the Securities and Exchange Commission, including our
most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. We
do not intend, and undertake no obligation, to update any forward-looking
statements, whether as a result of new information, future events or
otherwise.

Important Additional Information

AeroVironment and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the 2013 Annual
Meeting. AeroVironment plans to file with the SEC a definitive proxy statement
and WHITE proxy card in connection with the 2013 Annual Meeting (the “2013
Proxy Materials”). The 2013 Proxy Materials will contain important information
about AeroVironment, the 2013 Annual Meeting and related matters. Stockholders
are urged to read the 2013 Proxy Materials and accompanying WHITE proxy card
carefully when they are available. Stockholders will be able to obtain free
copies of the 2013 Proxy Materials and other documents filed with the SEC by
AeroVironment through the web site maintained by the SEC at www.sec.gov and on
AeroVironment’s web site at www.investor.avinc.com.

Information regarding the identity of potential participants, and their direct
or indirect interests, by security holdings or otherwise, will be set forth in
the 2013 Proxy Materials. This information can also be found in
AeroVironment’s preliminary proxy statement for the 2013 Annual Meeting, filed
with the SEC on August 22, 2013. To the extent holdings of AeroVironment
securities by directors or executive officers have changed since the amounts
printed in that proxy statement, such changes have been or will be reflected
on Statements of Change in Ownership on Form 4 filed with the SEC.
Stockholders can obtain free copies of these documents from the web site
maintained by the SEC and AeroVironment’s web site above.

Additional AeroVironment News: http://www.avinc.com/resources/news

AeroVironment Media Gallery: http://www.avinc.com/media_gallery

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Contact:

AeroVironment,Inc.
Steven Gitlin, +1-626-357-9983
ir@avinc.com
or
Joele Frank, Wilkinson Brimmer Katcher
Matt Sherman / Andrew Siegel / James Golden
+1-212-355-4449
 
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