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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, 2025
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
5.07. Submission of Matters to a Vote of Security Holders.
On
September 16, 2025, Powerfleet, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”).
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 2026 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, 2026; and |
| |
|
|
| |
3. |
An
advisory (non-binding) vote to approve the Company’s executive compensation. |
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 100,645,534
of the 133,443,292 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 2026 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 |
|
63,932,221 |
|
17,991,582 |
|
18,721,731 |
| Ian
Jacobs |
|
66,359,112 |
|
15,564,691 |
|
18,721,731 |
| Andrew
Martin |
|
76,734,938 |
|
5,188,865 |
|
18,721,731 |
| Michael
McConnell |
|
64,458,433 |
|
17,465,370 |
|
18,721,731 |
| Steve
Towe |
|
81,469,312 |
|
454,491 |
|
18,721,731 |
| |
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, 2026. The voting results were as follows: |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 100,448,571 |
|
149,371 |
|
47,592 |
|
— |
| |
3. |
The
stockholders approved an advisory resolution on executive compensation. The voting results were as follows: |
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 55,080,716 |
|
19,916,978 |
|
6,926,109 |
|
18,721,731 |
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 16, 2025
