POWERFLEET INC - Form 8-K current report relating to results of annual meeting

Form 8-K current report relating to results of annual meeting

POWERFLEET INC
Incorporated in the United States of America
(File number: 7272486)
Nasdaq share code: AIOT JSE share code: PWR
ISIN: US73931J1097
LEI 2549007NKEFPYEH4MF81
(“Powerfleet” or “Company”)


FORM 8-K CURRENT REPORT RELATING TO RESULTS OF ANNUAL MEETING


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, Powerfleet stockholders are advised that a Form
8-K (the “Form 8-K”) has been filed with the U.S. Securities and Exchange Commission.

On September 16, 2026, the stockholders of Powerfleet approved and adopted an amendment (the “Plan Amendment”)
to the Company’s 2018 Incentive Plan, as amended (the “2018 Plan”), at its 2026 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 July 29, 2026. 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 as Exhibit 10.1 to the Form 8-K and
incorporated herein by reference.

The Company held the Annual Meeting on September 16, 2026. At the Annual Meeting, the Company’s stockholders
were asked to vote upon:

1. The election of four directors, each to serve until the Company’s 2027 annual meeting of stockholders and until
   their respective successors are duly elected and qualified. The nominees for election were Michael Casey, Ian
   Jacobs, Andrew Martin 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, 2027;

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 99,056,956 of the 134,023,082 shares of the Company’s common stock entitled to vote, were as follows:

1. The election of each of Messrs. Casey, Jacobs, Martin and Towe as directors of the Company to serve until the 2027
   annual meeting of stockholders and until their respective successors are duly elected and qualified was approved as
   follows:

                                                         For                  Withheld              Broker Non-Votes
    Michael Casey                                        78,664,423           1,331,931             19,060,602
    Ian Jacobs                                           66,936,911           13,059,443            19,060,602
    Andrew Martin                                        77,276,560           2,719,794             19,060,602
    Steve Towe                                           79,282,386           713,968               19,060,602

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, 2027. The voting results were as follows:

    For                      Against                       Abstain                       Broker Non-Votes
    98,953,471               76,257                        27,228                        -

3. The stockholders approved an advisory resolution on executive compensation. The voting results were as follows:

    For                     Against                      Abstain                       Broker Non-Votes
    78,166,408              1,665,813                    164,133                       19,060,602

4. The stockholders approved the Plan Amendment. The voting results were as follows:

    For                     Against                      Abstain                       Broker Non-Votes
    75,415,953              4,463,721                    116,680                       19,060,602

A copy of the Form 8-K can be found at:
https://www.sec.gov/edgar/browse/?CIK=1774170&owner=exclude.

Powerfleet has a primary listing on The Nasdaq Global Market and a secondary listing on the Main Board of the JSE.

September 17, 2026


Sponsor
Java Capital
Date: 17/09/2026 08:00:00
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