Form 8-K - Current report

Power Solutions International, Inc.

Dated: July 30, 2024

/s/ Randall Lehner

Name: Randall Lehner

Title: General Counsel

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 25, 2024

Power Solutions International, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-35944

33-0963637

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

201 Mittel Drive, Wood Dale, Illinois 60191

(Address of Principal Executive Offices, and Zip Code)

(630) 350-9400

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

None

—

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders

On July 25, 2024, Power Solutions International, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders. All matters submitted for approval by the Company’s stockholders, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 14, 2024, were approved. The number of shares of common stock entitled to vote at the Company’s 2024 Annual Meeting of Stockholders was 22,975,739, representing the number of shares outstanding as of May 31, 2024, the record date for the annual meeting. The voting details follow below.

Proposal No. 1: Election of Directors

The following nominees were elected to the Board for a one-year term expiring at the Company’s 2025 Annual Meeting, as follows:


	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
Jiwen Zhang		14,212,441		1,813,543		4125		2,705,986
Kui Jiang		14,218,446		1,793,487		18,176		2,705,986
Frank P. Simpkins		13,465,886		2,563,348		876		2,705,986
Kenneth W. Landini		15,929,268		90,965		876		2,705,986
Hong He		14,152,249		1,819,684		58,176		2,705,986
Gengsheng Zhang		13,407,751		2,564,182		58,176		2,705,986
Fuzhang Yu		14,199,541		1,795,887		34,681		2,705,986

Proposal No. 2: Ratification of Appointment of BDO USA, LLP to Serve as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024

The ratification of BDO USA, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, was approved as follows:


FOR	AGAINST	ABSTAIN
18,730,673	4,130	1,292

Proposal No. 3: Approval, on an Advisory, Non-binding Basis, the Compensation of the Company’s Named Executive Officers

The Company’s named executive officer compensation was approved on an advisory, non-binding basis, as follows:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

15,897,987

121,551

10,571

2,705,986

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Document and Entity Information	Jul. 25, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001137091
Document Type	8-K
Document Period End Date	Jul. 25, 2024
Entity Registrant Name	Power Solutions International, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-35944
Entity Tax Identification Number	33-0963637
Entity Address, Address Line One	201 Mittel Drive
Entity Address, City or Town	Wood Dale
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60191
City Area Code	(630)
Local Phone Number	350-9400
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false