Pioneer Power Solutions (PPSI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for November 12, 2026, with proxy materials distributed primarily via Internet to reduce costs and environmental impact.

• Shareholders are encouraged to vote promptly by Internet, phone, or mail, with a record date of September 18, 2026, and 11,099,266 shares outstanding.

• The board recommends voting for all director nominees, ratification of the auditor, approval of executive compensation, and a three-year frequency for say-on-pay votes.

Voting matters and shareholder proposals

• Election of seven directors to serve until the 2027 annual meeting.

• Ratification of BDO USA, P.C. as independent auditor for fiscal year 2026.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with the board recommending every three years.

• Other business may be addressed if properly brought before the meeting.

Board of directors and corporate governance

• Board consists of seven members, with a mix of independent and non-independent directors.

• Three standing committees: audit, compensation, and nominating/governance, all with formal charters and composed of independent directors.

• Board leadership combines CEO and chairman roles, currently held by Nathan J. Mazurek, with no lead independent director.

• Directors are encouraged but not required to attend shareholder meetings; five of seven attended the 2025 meeting.