---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-025572"
form_type: "8-K"
ticker: "AIOT"
cik: "0001774170"
company_name: "Powerfleet, Inc."
filed_at: "2023-07-26T23:59:59+00:00"
generated_at: "2026-06-13T02:25:05.627861+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# PowerFleet stockholders approve 2018 incentive plan amendment; elect directors

## Summary
- Stockholders approved amendment to 2018 Incentive Plan with 22.4M for, 4.5M against.
- All five director nominees elected: Brodsky, Casey, Frumberg, Maoz, Towe (vote results provided).
- Advisory vote on executive compensation approved (19.5M for, 6.4M against); frequency set annually.
- Series A preferred stockholders elected Anders Bjork and Medhini Srinivasan to the board.
- Ratification of Ernst & Young as auditor for FY2023 approved with 30.5M for, 45K against.

## SEC filing metadata
- accession: 0001493152-23-025572
- form_type: 8-K
- ticker: AIOT
- cik: 0001774170
- company_name: Powerfleet, Inc.
- filed_at: 2023-07-26T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1774170/000149315223025572/0001493152-23-025572-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1774170/000149315223025572/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-025572
- JSON: https://secwatch.observer/filing/0001493152-23-025572.json
- Plain text: https://secwatch.observer/filing/0001493152-23-025572.txt

## Key facts
- Shareholder Votes
  Powerfleet, Inc. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm at the 2023-07-20 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-07-20
  source text: 2. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows: For Against Abstain Broker Non-Votes 30,471,552 44,993 196,473 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1774170/000149315223025572/0001493152-23-025572-index.htm
- Shareholder Votes
  Powerfleet, Inc. shareholders approved Approval of the Plan Amendment at the 2023-07-20 meeting.
  - Outcome: passed
  - Meeting: 2023-07-20
  source text: 5. The stockholders approved the Plan Amendment. The voting results were as follows: For Against Abstain Broker Non-Votes 22,402,543 4,517,596 208,067 3,584,814
  evidence_url: https://www.sec.gov/Archives/edgar/data/1774170/000149315223025572/0001493152-23-025572-index.htm
- Shareholder Votes
  Powerfleet, Inc. shareholders approved Advisory resolution on frequency of future stockholder advisory votes on executive compensation at the 2023-07-20 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-07-20
  source text: 4. The stockholders approved an advisory resolution on the frequency of future stockholder advisory votes on executive compensation. The voting results were as follows: 1 Year 2 Years 3 Years Abstain 26,548,662 12,074 472,809 3,584,813
  evidence_url: https://www.sec.gov/Archives/edgar/data/1774170/000149315223025572/0001493152-23-025572-index.htm
- Shareholder Votes
  Powerfleet, Inc. shareholders approved Election of five directors at the 2023-07-20 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-07-20
  source text: 1. The election of each of Messrs. Brodsky, Casey, Frumberg, Maoz and Towe as directors of the Company to serve until the 2024 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 19,749,732 7,378,475 3,584,812 Michael Casey 21,986,050 5,142,157 3,584,812 Charles Frumberg 22,437,422 4,690,785 3,584,813 Nani Maoz 26,929,701 198,506 3,584,812 Steve Towe 26,866,489 261,719 3,584,812
  evidence_url: https://www.sec.gov/Archives/edgar/data/1774170/000149315223025572/0001493152-23-025572-index.htm
- Shareholder Votes
  Powerfleet, Inc. shareholders approved Advisory resolution on executive compensation at the 2023-07-20 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-07-20
  source text: 3. The stockholders approved an advisory resolution on executive compensation. The voting results were as follows: For Against Abstain Broker Non-Votes 19,504,446 6,433,815 1,189,945 3,584,814
  evidence_url: https://www.sec.gov/Archives/edgar/data/1774170/000149315223025572/0001493152-23-025572-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.