Powerfleet, Inc. Approves 2018 Incentive Plan Amendment at Annual Meeting

What Happened

• On September 16, 2026, Powerfleet, Inc. filed an 8-K reporting results of its 2026 annual meeting. Stockholders approved and adopted an amendment to the Company’s 2018 Incentive Plan (the “Plan Amendment”). The Company also held votes to elect four directors and to ratify its independent auditor.
• The definitive proxy filed July 29, 2026 includes a summary of the amended 2018 Incentive Plan; the full text of the plan as amended is filed as Exhibit 10.1 to the 8-K.

Key Details

• Shares present for the vote: 99,056,956 of 134,023,082 shares entitled to vote.
• Director elections (each elected to serve until the 2027 annual meeting):
  • Michael Casey: For 78,664,423; Withheld 1,331,931; Broker non-votes 19,060,602
  • Ian Jacobs: For 66,936,911; Withheld 13,059,443; Broker non-votes 19,060,602
  • Andrew Martin: For 77,276,560; Withheld 2,719,794; Broker non-votes 19,060,602
  • Steve Towe: For 79,282,386; Withheld 713,968; Broker non-votes 19,060,602
• Auditor ratification: Deloitte & Touche ratified as independent registered public accounting firm for fiscal year ending March 31, 2027 (For 98,953,471; Against 76,257; Abstain 27,228).
• Advisory (non-binding) vote on executive compensation: Approved (For 78,166,408; Against 1,665,813; Abstain 164,133; Broker non-votes 19,060,602).
• Plan Amendment vote: Approved (For 75,415,953; Against 4,463,721; Abstain 116,680; Broker non-votes 19,060,602). Full amended plan filed as Exhibit 10.1.

Why It Matters

• Approval of the Plan Amendment means Powerfleet can implement the revised terms of its 2018 Incentive Plan as described in the proxy and Exhibit 10.1—this affects how the company can grant equity or incentive awards to executives and employees going forward. Investors should review the proxy summary and Exhibit 10.1 to understand the specific changes.
• Re-election of the board nominees and ratification of Deloitte provide continuity in governance and external audit oversight. The advisory executive-compensation vote, while non-binding, signals stockholder sentiment on pay practices.
• Note the presence of substantial broker non-votes on some items (19,060,602), which can influence outcomes where broker-held shares could not be voted without instructions.