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A transfer of series production to Avio’s future U.S. facility is intended to provide a fully domestic missile system for the United States and strengthen its supply chain.
The proposed bylaws amendments fixed the number of directors on Avio’s board at nine.
The planned Avio facility in Hurt, Virginia will occupy about 80,000 square meters.
Avio announced plans in September 2025 to build a $500 million, 860,000-square-foot US-based production facility.
Construction of Avio’s Hurt, Virginia production facility is being funded through a €400 million capital increase that closed in late November 2025.
Giulio Ranzo argued that limiting the number of board seats was necessary to avoid burdening Avio with higher fixed costs.
Avio’s rebuttal to ISS is public while the contents of ISS’s recommendation are not public.
Giulio Ranzo linked Avio’s increased exposure to the US market to a need to appoint more experienced directors and to offer remuneration commensurate with their competencies.
Glass Lewis recommended its clients vote in favour of Avio’s bylaw amendments, labeled the proposed changes to the board size as "reasonable," and assessed that the proposed changes taken as a whole would not impact shareholder interests.
Avio shareholders received conflicting guidance from the two leading proxy advisers, Glass Lewis and Institutional Shareholder Services, ahead of the 3 March 2026 vote.
The most notable proposed change would fix the number of directors on Avio’s board at nine and alter how seats are allocated.
Under the proposed allocation, Avio’s largest shareholder group would appoint seven directors while minority shareholders would collectively appoint two directors, down from three under the current system.
The proposed bylaw changes are intended to align Avio’s governance structure with its growth, including expansion into the US market with a new $500 million manufacturing facility.
Avio released a rebuttal to ISS on 17 February that was penned by CEO Giulio Ranzo.
Glass Lewis recommended that Avio shareholders vote in favour of proposed bylaw amendments that would reduce the maximum size of Avio’s board of directors.
Institutional Shareholder Services recommended against Avio’s proposed bylaw changes.
The proposed bylaw changes are intended to reflect Avio’s evolving shareholder base following a €400 million capital increase and recent changes to Italian corporate law.
Avio announced on 29 January that it would convene an Extraordinary Shareholders’ Meeting to vote on a series of bylaw amendments.
On 23 February 2026 Avio selected Hurt in Pittsylvania County, Virginia as the site for its new production facility.
Avio completed a €400 million capital increase by late November 2025 to finance the new US production facility and clear the way for construction to begin in the first half of 2026.