Powerfleet (NASDAQ: AIOT) reports 2025 annual meeting vote outcomes

Rhea-AI Filing Summary

Powerfleet, Inc. reported the results of its 2025 annual meeting of stockholders held on September 16, 2025. Stockholders representing 100,645,534 of the 133,443,292 common shares entitled to vote were present in person or by proxy.

All five director nominees — Michael Brodsky, Ian Jacobs, Andrew Martin, Michael McConnell and Steve Towe — were elected to serve until the 2026 annual meeting and until their successors are duly elected and qualified. Support levels for individual nominees varied, with Steve Towe receiving 81,469,312 votes for and 454,491 withheld, and Andrew Martin receiving 76,734,938 votes for and 5,188,865 withheld.

Stockholders also approved the ratification of Deloitte & Touche as the independent registered public accounting firm for the fiscal year ending March 31, 2026, with 100,448,571 votes for, 149,371 against and 47,592 abstentions. In addition, the advisory, non-binding vote on executive compensation was approved, with 55,080,716 votes for, 19,916,978 against, 6,926,109 abstentions and 18,721,731 broker non-votes.

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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

FAQ

What did Powerfleet (AIOT) disclose in this 8-K filing?

Powerfleet reported the results of its 2025 annual meeting of stockholders held on September 16, 2025, including director elections, auditor ratification and the advisory vote on executive compensation.

Which directors were elected at Powerfleets 2025 annual meeting and for how long?

Stockholders elected Michael Brodsky, Ian Jacobs, Andrew Martin, Michael McConnell and Steve Towe as directors, each to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified.

How many Powerfleet shares were represented at the 2025 annual meeting?

Holders of record of 100,645,534 shares of Powerfleets common stock were present in person or by proxy, out of 133,443,292 shares entitled to vote.

Who is Powerfleets independent registered public accounting firm for the fiscal year ending March 31, 2026?

Stockholders ratified the appointment of Deloitte & Touche as Powerfleets independent registered public accounting firm for the fiscal year ending March 31, 2026, with 100,448,571 votes for, 149,371 against and 47,592 abstentions.

What were the voting results for Powerfleets advisory say-on-pay proposal?

The advisory, non-binding vote to approve Powerfleets executive compensation received 55,080,716 votes for, 19,916,978 against, 6,926,109 abstentions and 18,721,731 broker non-votes.

How did individual director nominees perform in the Powerfleet 2025 vote?

Support varied by nominee. For example, Steve Towe received 81,469,312 votes for and 454,491 withheld, while Andrew Martin received 76,734,938 votes for and 5,188,865 withheld, each with 18,721,731 broker non-votes.