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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
Date
of Report (Date of earliest event reported): September 16, 2026
POWERFLEET,
INC.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-39080 |
|
83-4366463 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
| 123
Tice Boulevard, Woodcliff Lake, New Jersey |
|
07677 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code (201) 996-9000
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, par value $0.01 per share |
|
AIOT |
|
The
Nasdaq Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
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. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
September 16, 2026, 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 2026 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
July 29, 2026. 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 16, 2026. At the Annual Meeting, the Company’s stockholders were asked to vote upon:
| |
1. |
The
election of four directors, each to serve until the Company’s 2027 annual meeting of stockholders and until their respective
successors are duly elected and qualified. The nominees for election were Michael Casey, Ian Jacobs, Andrew Martin 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, 2027; |
| |
|
|
| |
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 99,056,956
of the 134,023,082 shares of the Company’s common stock entitled to vote, were as follows:
| |
1. |
The
election of each of Messrs. Casey, Jacobs, Martin and Towe as directors of the Company to serve until the 2027 annual meeting of
stockholders and until their respective successors are duly elected and qualified was approved as follows: |
| | |
For | | |
Withheld | | |
Broker Non-Votes | |
| Michael Casey | |
| 78,664,423 | | |
| 1,331,931 | | |
| 19,060,602 | |
| Ian Jacobs | |
| 66,936,911 | | |
| 13,059,443 | | |
| 19,060,602 | |
| Andrew Martin | |
| 77,276,560 | | |
| 2,719,794 | | |
| 19,060,602 | |
| Steve Towe | |
| 79,282,386 | | |
| 713,968 | | |
| 19,060,602 | |
| |
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, 2027. The voting results were as follows: |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 98,953,471 |
|
76,257 |
|
27,228 |
|
— |
| |
3. |
The
stockholders approved an advisory resolution on executive compensation. The voting results were as follows: |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 78,166,408 |
|
1,665,813 |
|
164,133 |
|
19,060,602 |
| |
4. |
The
stockholders approved the Plan Amendment. The voting results were as follows: |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 75,415,953 |
|
4,463,721 |
|
116,680 |
|
19,060,602 |
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/ Paul
Lalljie |
| |
Name: |
Paul
Lalljie |
| |
Title: |
Chief
Financial Officer |
Date:
September 16, 2026
