PowerFleet (AIOT) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on September 16, 2026, with four directors up for election and several key proposals on the agenda.

• Shareholders will vote on director elections, auditor ratification, executive compensation (say-on-pay), and amendments to the 2018 Incentive Plan.

• The company reported strong financial performance in fiscal 2026, with revenue up 22% to $443.8 million and significant contract wins.

• Executive compensation is heavily performance-based, with 85% of CEO pay and 74% of other NEO pay at risk, tied to financial and stock performance.

• Shareholder engagement influenced compensation program changes, including longer performance periods and enhanced alignment with shareholder value.

Voting matters and shareholder proposals

• Proposals include electing four directors, ratifying Deloitte & Touche as auditor, advisory approval of executive compensation, and amending the 2018 Incentive Plan to add 8.4 million shares, extend the plan to 2036, and revise vesting provisions.

• Shareholders may submit proposals for the 2027 meeting by March 31, 2027, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of four members, with a majority being independent under Nasdaq rules.

• Board committees (Audit, Compensation, Nominating) are fully independent and active, with regular meetings and written charters.

• The roles of Chairman and CEO are separated to enhance governance and risk oversight.

• Directors are reimbursed for expenses, and non-employee directors receive a mix of cash and equity compensation.