Powerfleet Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect four directors (Steve Towe, Michael Casey, Ian Jacobs and Andrew Martin) each to serve until the 2027 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027.

3. 3

   Advisory Vote on the Company’s Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the Company’s executive compensation as disclosed in the Proxy Statement.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and related tables. Management seeks this vote to confirm stockholder support for its pay-for-performance program, which emphasizes significant at-risk compensation tied to multi-year performance metrics and equity-based awards (notably the 2026 LTIP with PSUs tied to organic revenue growth, adjusted EBITDA per share growth, and relative TSR). The Board recommends approval arguing that the structure aligns executive incentives with long-term shareholder value; the proxy also highlights recent shareholder engagement and adjustments such as increased use of multi-year PSUs and stock ownership guidelines. Notably, the Compensation Committee exercised discretion to reduce fiscal 2026 bonus payouts to 20% of target despite achievement of certain financial metrics, a decision that may be viewed positively by governance-focused investors as demonstrating pay-for-performance discipline or viewed skeptically by others as managerial discretion reducing earned payouts. The non-binding nature means the Board is not legally required to follow the vote, but it commits to consider the outcome in future compensation design. Given prior say-on-pay support of 73.4% in 2025 and active engagement with large holders, the vote serves as a barometer of investor sentiment about executive pay, particularly around the balance of performance metrics, equity dilution, and special/one-time awards. Analysts evaluating the proposal should weigh the program’s heavy emphasis on performance-based equity, the Compensation Committee’s recent exercise of discretion, and the company’s communication and responsiveness to investor feedback in assessing alignment with shareholder interests.

4. 4

   Approval of an Amendment to the Powerfleet, Inc. 2018 Incentive Plan

   ManagementBoard: FOR

   Approve an amendment to the 2018 Incentive Plan to (i) increase the share reserve by 8,400,000 shares, (ii) extend the plan term from 2028 to 2036, and (iii) amend the minimum vesting provisions.

   More detail

   This management proposal requests shareholder approval to amend the 2018 Incentive Plan by adding 8.4 million shares to the reserve, extending the plan term by eight years to 2036, and modifying minimum vesting rules. Management frames the request as necessary to provide sufficient equity to attract, retain and incent employees following the integration of MiX Telematics and Fleet Complete, citing current available shares of only 1.29 million and recent elevated grant activity (including large performance award grants in 2026). The Board quantifies dilution and contends the proposed increase leads to a fully diluted overhang of about 16.2% (assuming the entire reserve is granted), and values the additional reserve at approximately $25.9 million based on a $3.08 closing price as of March 31, 2026. From a governance and investor-relations perspective, the key issues for investors and proxy advisers will be the pace of share usage (burn rate), the extent to which awards are performance-conditioned vs time-based, anti-dilution protections, and minimum vesting safeguards; the Plan retains a one-year minimum vesting requirement but permits limited exceptions and a 5% carve-out for accelerated awards. The company highlights that much of its 2026 LTIP is performance-based (two-thirds PSUs) and emphasizes pay-for-performance alignment; however, investors will scrutinize historical dilution, the size of grant pools relative to market cap and whether the proposed amendment could enable excessive future dilution. The extension of the plan term is routine but increases the window during which awards may be granted; investors often weigh that against governance features like repricing prohibitions and director grant limits included in the Plan. Analysts should consider the context of recent integration-driven hiring and compensation needs, management’s engagement with investors, and the plan’s specific design features when assessing whether the requested share increase is justified and balanced against shareholder dilution concerns.

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When is the Powerfleet Inc 2026 annual meeting?

Powerfleet Inc (AIOT) holds its 2026 annual shareholder meeting on Wednesday, September 16, 2026.

What is the record date for the Powerfleet Inc 2026 meeting?

The record date for the Powerfleet Inc 2026 meeting is Friday, July 24, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Powerfleet Inc's 2026 meeting?

The board is presenting 4 director nominees at the Powerfleet Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Powerfleet Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Powerfleet Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.