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 17, 2024

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 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:

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

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		—

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

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