UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
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| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
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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).
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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 1.01. | Entry into a Material Definitive Agreement. |
The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 11, 2023, PowerFleet, Inc. (the “Company”) entered into an amendment to the severance agreement (the “Severance Agreement Amendment”) with Steve Towe, the Company’s Chief Executive Officer, to provide that the cash payments payable to Mr. Towe under his severance agreement in the event any severance benefits are triggered shall be calculated at the rate of two times his annual base salary in effect immediately prior to the event that triggers such severance benefits. The Severance Agreement Amendment was approved by the Compensation Committee of the Board of Directors of the Company following a review with the Company’s independent compensation consultant of certain market and competitive practices relating to executive severance agreements.
The foregoing description of the Severance Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Agreement Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Amendment to Severance Agreement, dated September 11, 2023, between PowerFleet, Inc. and Steve Towe. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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/ Steve Towe | |
| Name: | Steve Towe | |
| Title: | Chief Executive Officer | |
Date: September 15, 2023