PowerFleet Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 17, 2024, the stockholders of Powerfleet, Inc. (the “Company”) approved and adopted an amendment (the “Plan Amendment”) to the Company’s 2018 Incentive Plan, as amended (the “2018 Plan”), at its 2024 annual meeting of stockholders (the “Annual Meeting”). A summary of the material terms of the 2018 Plan, as amended by the Plan Amendment, is included under the heading “Proposal No. 4: Approval of an Amendment to the Powerfleet, Inc. 2018 Incentive Plan” in the definitive proxy statement filed by the Company in connection with the Annual Meeting with the Securities and Exchange Commission on August 8, 2024 (the “Proxy Statement”). The summary is qualified in its entirety by reference to the full text of the 2018 Plan, as amended by the Plan Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on September 17, 2024. At the Annual Meeting, the Company’s stockholders were asked to vote upon:
| 1. | The election of five directors, each to serve until the Company’s 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified. The nominees for election were Michael Brodsky, Ian Jacobs, Andrew Martin, Michael McConnell and Steve Towe; | |
| 2. | The ratification of the appointment of Deloitte & Touche as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2025; | |
| 3. | An advisory (non-binding) vote to approve the Company’s executive compensation; and | |
| 4. | The approval of the Plan Amendment. |
The results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 86,066,049 of the 107,578,010 shares of the Company’s common stock entitled to vote, were as follows:
| 1. | The election of each of Messrs. Brodsky, Jacobs, Martin, McConnell and Towe as directors of the Company to serve until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified was approved as follows: |
| For | Withheld | Broker Non-Votes | ||||
| Michael Brodsky | 47,825,614 | 25,650,641 | 12,589,794 | |||
| Ian Jacobs | 61,212,007 | 12,264,248 | 12,589,794 | |||
| Andrew Martin | 72,059,206 | 1,417,049 | 12,589,794 | |||
| Michael McConnell | 67,875,422 | 5,600,833 | 12,589,794 | |||
| Steve Towe | 73,204,277 | 271,978 | 12,589,794 |
| 2. | The stockholders ratified the appointment of Deloitte & Touche as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025. The voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 85,887,283 | 145,184 | 33,582 | — |
| 3. | The stockholders approved an advisory resolution on executive compensation. The voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 54,702,100 | 15,860,654 | 2,913,501 | 12,589,794 |
| 4. | The stockholders approved the Plan Amendment. The voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 69,983,280 | 3,411,022 | 81,953 | 12,589,794 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Powerfleet, Inc. 2018 Incentive Plan, as amended. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| POWERFLEET, INC. | ||
| By: | /s/ David Wilson | |
| Name: | David Wilson | |
| Title: | Chief Financial Officer | |
Date: September 17, 2024