On this page of StockholderLetter.com we present the 8/8/2024 shareholder letter from Powerfleet, Inc. — ticker symbol PWFL. Reading current and past PWFL letters to shareholders can bring important insights into the investment thesis.

 •  8/8/2024 Letter Continued (Full PDF)
 •  6/21/2023 PWFL Stockholder Letter
 •  7/29/2025 PWFL Stockholder Letter

PWFL 8/8/2024 Shareholder/Stockholder Letter Transcript:

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant    
Filed by a Party other than the Registrant    
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Under Rule 14a-12
Powerfleet, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Powerfleet, Inc.
123 Tice Boulevard
Woodcliff Lake, New Jersey 07677
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on September 17, 2024
To the Stockholders of Powerfleet, Inc.:
Notice is hereby given that the 2024 Annual Meeting of Stockholders (the    Annual Meeting   ) of Powerfleet, Inc., a Delaware corporation (the    Company,   
   we,       our    or    us   ), will be held on Tuesday, September 17, 2024, at 10:00 a.m., Eastern Time, and thereafter as it may be postponed or adjourned from time to
time. We will be holding our Annual Meeting in a virtual meeting format only. You may attend, vote and submit questions during the Annual Meeting via the Internet
at meetnow.global/MJUJUHP. We have designed the format of the Annual Meeting to ensure that you are afforded the same rights and opportunities to participate
as you would at an in-person meeting, using online tools to ensure your access and participation.
We have scheduled the Annual Meeting for the following purposes, each of which is described more fully in the Proxy Statement accompanying this Notice
of Annual Meeting:
1.
To elect five (5) directors, the names of whom are set forth in the accompanying Proxy Statement, each to serve until the Company   s 2025 annual
meeting of stockholders and until their respective successors are duly elected and qualified;
2.
To vote upon the ratification of the appointment of Deloitte & Touche as the independent registered public accounting firm of the Company for the
fiscal year ending March 31, 2025;
3.
To hold an advisory (non-binding) vote to approve the Company   s executive compensation;
4.
To vote upon a proposal to amend the Powerfleet, Inc. 2018 Incentive Plan, as amended, to increase the number of shares of common stock
available for issuance thereunder; and
5.
To transact such other business as may properly come before the Annual Meeting, including any motion to adjourn to a later date to permit further
solicitation of proxies, if necessary, or before any adjournment thereof.
The meeting will begin promptly at 10:00 a.m., Eastern Time. Only holders of record of shares of our common stock at the close of business on August 1,
2024, the date fixed by our Board of Directors as the record date for the Annual Meeting, will be entitled to notice of, and to vote at, the meeting and any
postponements or adjournments of the meeting.
For a period of at least 10 days prior to the Annual Meeting, a complete list of stockholders entitled to vote at the meeting will be available and open to the
examination of any stockholder for any purpose germane to the Annual Meeting during normal business hours at our principal executive offices located at 123 Tice
Boulevard, Woodcliff Lake, New Jersey 07677.
Your vote is important. Whether you expect to attend the virtual Annual Meeting or not, please vote your shares by Internet or by mail pursuant to
the instructions included on the proxy card or voting instruction card. If you attend the Annual Meeting, you may vote your shares over the Internet, even
though you have previously signed and returned your proxy.
By order of the Board of Directors,
/s/ Steve Towe
Steve Towe
Chief Executive Officer
Dated: August 8, 2024
Woodcliff Lake, New Jersey
Important Notice of Internet Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be held on September 17, 2024. The Notice, this
Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (our    2023 Annual Report   ) filed with the Securities and
Exchange Commission (   SEC   ) on May 9, 2024 are available through the Internet at https://ir.powerfleet.com/proxy-materials. Under SEC rules, we are providing a
Notice of Internet Availability of Proxy Materials (the    Notice of Internet Availability   ) to notify you of the availability of our proxy materials on the Internet. The
Notice of Internet Availability instructs you on how to access and review this Proxy Statement and our 2023 Annual Report. The Notice of Internet Availability also
instructs you on how you may authorize a proxy to vote your shares over the Internet and provides instructions on how you can request a paper copy of these
documents if you desire, and how you can enroll in e-delivery. If you received your annual meeting materials via email, the email contains voting instructions and
links to this Proxy Statement and our 2023 Annual Report on the Internet.
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POWERFLEET, INC.
123 TICE BOULEVARD
WOODCLIFF LAKE, NEW JERSEY 07677
PROXY STATEMENT
Annual Meeting of Stockholders
September 17, 2024
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the    Board   ) of Powerfleet, Inc., a Delaware
corporation (the    Company,       we,       our    or    us   ), for use at our 2024 Annual Meeting of Stockholders (the    Annual Meeting   ) to be held on Tuesday, September
17, 2024, at 10:00 a.m., Eastern Time, and any adjournments or postponements thereof. We will be holding our Annual Meeting in a virtual meeting format only. You
may attend, vote and submit questions during the Annual Meeting via the Internet at meetnow.global/MJUJUHP. We have designed the format of the Annual
Meeting to ensure that you are afforded the same rights and opportunities to participate as you would at an in-person meeting, using online tools to ensure your
access and participation.
The Board is sending a Notice of Internet Availability of Proxy Materials (the    Notice of Internet Availability   ) relating to the Annual Meeting to the
Company   s stockholders beginning on or about August 8, 2024. The Notice of Internet Availability instructs you on how to access and review this Proxy Statement
and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission (the    SEC   ) on May 9, 2024
(our    Annual Report   ). The information included in this Proxy Statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the
compensation of our named executive officers and our directors, and certain other required information.
Important Notice of Internet Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be held on September 17, 2024
The Notice, this Proxy Statement and our Annual Report are available through the Internet at https://ir.powerfleet.com/proxy-materials. Under SEC rules,
we are providing the Notice of Internet Availability to notify you of the availability of our proxy materials on the Internet.
Record Date and Outstanding Shares
The Board has fixed the close of business on August 1, 2024 as the record date (the    Record Date   ) for the determination of stockholders entitled to notice
of, and to vote at, the Annual Meeting and any adjournments or postponements of the meeting. Only stockholders of record at the close of business on the Record
Date will be entitled to vote at the Annual Meeting or any and all adjournments or postponements thereof.
As of the Record Date, we had issued and outstanding 107,578,010 shares of common stock. Our common stock comprises all of our issued and outstanding
voting stock.
For a period of at least 10 days prior to the Annual Meeting, a complete list of stockholders entitled to vote at the meeting will be available and open to the
examination of any stockholder for any purpose germane to the Annual Meeting during normal business hours at our principal executive offices located at 123 Tice
Boulevard, Woodcliff Lake, New Jersey 07677.
Purposes of the Annual Meeting
The purposes of the Annual Meeting are (i) to elect five (5) directors to our Board, each to serve until our 2025 annual meeting of stockholders and until
their respective successors are duly elected and qualified; (ii) to ratify the appointment of Deloitte & Touche as the Company   s independent registered public
accounting firm for the fiscal year ending March 31, 2025; (iii) to approve, on an advisory basis, the Company   s executive compensation; (iv) to approve an
amendment to the Powerfleet, Inc. 2018 Incentive Plan, as amended (the    2018 Plan   ), to increase the number of shares of common stock available for issuance
thereunder (the    Plan Amendment   ); and (v) to transact such other business as may properly come before the Annual Meeting or at any adjournment or
postponement thereof. In addition to the foregoing, there will be a report on the progress of our Company and an opportunity for questions of general interest to the
stockholders.
3

Unless we receive specific instructions to the contrary or unless such proxy is revoked, shares represented by each properly executed proxy will be voted: (i)
   FOR    the election of each of our nominees as a director; (ii)    FOR    the ratification of the appointment of Deloitte & Touche as our independent registered public
accounting firm for the fiscal year ending March 31, 2025; (iii)    FOR    the approval, on an advisory basis, of our executive compensation; (iv)    FOR    the approval
of the Plan Amendment; and (v) with respect to any other matters that may properly come before the Annual Meeting, at the discretion of the proxy holders. We do
not presently anticipate that any other business will be presented for action at the Annual Meeting.
Virtual Meeting Format
Attending and Participating at the Virtual Annual Meeting
We will be holding our Annual Meeting in a virtual meeting format only. If you are a stockholder of record as of the close of business on August 1, 2024,
you may attend, vote and ask questions by typing them into the dialog box provided during the meeting by logging into the meeting at meetnow.global/MJUJUHP.
Rationale for the Virtual Format
We have decided to hold our Annual Meeting in a virtual meeting format only. We believe that hosting a virtual meeting will facilitate stockholder
attendance and participation by enabling stockholders to participate from any location around the world, improve our ability to communicate more effectively with
our stockholders, provide for cost savings to us and our stockholders, and reduce the environmental impact of our Annual Meeting. We have designed the virtual
meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting. We are providing opportunities to submit questions
prior to the meeting to enable us to address appropriate questions at the Annual Meeting.
Voting at the Annual Meeting
Quorum Requirements
The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the total outstanding shares of our common stock is necessary to
constitute a quorum for the transaction of business at the meeting. Virtual attendance at the Annual Meeting constitutes presence in person for purposes of quorum at
the meeting. Abstentions and broker    non-votes    (as hereinafter defined) are counted as present and entitled to vote for purposes of determining whether a quorum is
present. A broker    non-vote    on a matter occurs when a broker, bank or your representative may not vote on a particular matter because it does not have
discretionary voting authority and has not received instructions from the beneficial owner.
Stockholders of Record and Beneficial Owners
Each share of our common stock outstanding on the Record Date will be entitled to one vote on each matter submitted to a vote of our stockholders.
Cumulative voting by stockholders is not permitted. The shares to be voted include shares of our common stock that are (i) held of record directly in a stockholder   s
name and (ii) held for stockholders in    street name    through a broker, bank or other nominee. If your shares are registered directly in your name with the Company   s
stock transfer agent, Computershare Inc. (   Computershare   ), you are considered the    stockholder of record    with respect to those shares. If your shares are held in a
stock brokerage account or by a bank or other nominee, you are considered the    beneficial owner    of those shares.
4

If you hold your shares of our common stock through a broker, bank or other representative, generally the broker, bank or representative may only vote the
common stock that it holds for you in accordance with your instructions. However, under the rules that govern brokers who have record ownership of shares that are
held in street name for their clients who are the beneficial owners of the shares, brokers have the discretion to vote such shares on routine matters. Therefore, if the
broker, bank or representative has not timely received your instructions, it may vote on certain matters for which it has discretionary voting authority. The ratification
of the appointment of an independent registered public accounting firm is considered a routine matter. Thus, if you do not otherwise instruct your broker, the broker
may turn in a proxy card voting your shares    FOR    ratification of the independent registered public accounting firm. The Company believes that all of the other
proposals to be voted upon at the meeting will be considered    non-routine.    Thus, a broker or other nominee cannot vote without instructions on these non-routine
matters, and, consequently, if your shares are held in street name, you must provide your broker or nominee with instructions on how to vote your shares in order for
your shares to be voted on those proposals.
Holders of our common stock will not have any rights of appraisal or similar dissenters    rights with respect to any matter to be acted upon at the Annual
Meeting.
Vote Required
For the election of directors, a plurality of the votes cast is required. Since the number of candidates does not exceed the number of vacancies, receipt of any
votes in favor of any candidate will ensure that that candidate is elected. If no voting direction is indicated on a proxy card that is signed and returned, the shares will
be considered votes    FOR    the election of all director nominees set forth in this Proxy Statement. In accordance with Delaware law, stockholders entitled to vote for
the election of directors may withhold authority to vote for all nominees for directors or may withhold authority to vote for certain nominees for directors. Broker
non-votes are not considered for the purpose of the election of directors.
The ratification of the selection of Deloitte & Touche as the Company   s independent registered public accounting firm, the advisory (non-binding) proposal
to approve the Company   s executive compensation and the approval of the Plan Amendment each requires the affirmative vote of a majority of the votes cast.
Abstentions and broker non-votes will have no effect on the outcome on these matters.
Your vote will not be disclosed either within the Company or to third parties, except: (i) as may be necessary to meet applicable legal requirements or to
assert or defend claims for or against the Company; (ii) to allow for the tabulation of votes and certification of the vote; and (iii) to facilitate a successful proxy
solicitation.
Effect of Advisory Votes
The approval, on an advisory basis, of our executive compensation, also known as a    say on pay    vote, is an advisory vote mandated by the Dodd-Frank
Wall Street Reform and Consumer Protection Act of 2010 (the    Dodd-Frank Act   ). This means that while we ask stockholders to approve our executive
compensation, it is not an action that requires stockholder approval, and stockholders are not voting to approve or disapprove the Board   s recommendation with
respect to this proposal. This advisory vote is non-binding on the Board, although the Board welcomes the input of our stockholders on the Company   s compensation
policies and compensation program and will take the advisory vote into account in making determinations concerning executive compensation. At our 2023 annual
meeting of stockholders held on July 20, 2023, we conducted a stockholder advisory vote on the frequency of future stockholders votes on the Company   s executive
compensation (every one, two or three years), also known as a    say on frequency    vote. The Board considered the results of this    say on frequency    advisory vote
and, since the most affirmative votes of all the votes cast on the    say on frequency    matter expressed a preference for having the    say on pay    vote every year,
determined that an advisory vote on executive compensation would be conducted on an annual basis until the next vote on the frequency of such stockholder
advisory votes. Notwithstanding the outcome of stockholder    say on frequency    votes, however, the Board may in the future decide to conduct advisory votes on a
less frequent basis if appropriate and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to
compensation programs.
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8/8/2024 Letter Continued (Full PDF)

 

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