UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On July 14, 2022, Power Solutions International, Inc. (the “Company”) held its 2022 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 May 31, 2022, were approved. The number of shares of common stock entitled to vote at the Company’s 2022 Annual Meeting of Stockholders was 22,926,875, representing the number of shares outstanding as of May 16, 2022, 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 2023 Annual Meeting, as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||||
| Fabrizio Mozzi |
15,793,098 | 32,415 | 1,737 | 2,874,857 | ||||
| Shaojun Sun, Ph.D. |
15,797,698 | 27,815 | 1,737 | 2,874,857 | ||||
| Sidong Shao |
13,646,512 | 2,178,816 | 1,922 | 2,874,857 | ||||
| Kenneth W. Landini |
15,155,207 | 668,696 | 3,347 | 2,874,857 | ||||
| Lei Lei |
13,627,678 | 2,197,650 | 1,922 | 2,874,857 | ||||
| Frank P. Simpkins |
13,007,956 | 2,814,847 | 4,447 | 2,874,857 | ||||
| Hong He |
12,989,341 | 2,815,987 | 21,922 | 2,874,857 |
Proposal No. 2: Ratification of Appointment of BDO USA, LLP to Serve as the Company’s Independent Registered Public Accounting Firm for the Company for the Fiscal Year Ending December 31, 2022
The ratification of BDO USA, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, was approved as follows:
| FOR |
AGAINST |
ABSTAIN | ||
| 18,687,616 | 14,056 | 435 |
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 | |||
| 15,774,447 | 52,803 | 0 | 2,874,857 |
Proposal No. 4: Approval of the Amendment and Restatement of the Company’s 2012 Incentive Compensation Plan, to Among Other Things, Extend the Expiration Date
The amendment and restatement of the 2012 Incentive Compensation Plan was approved as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 15,806,325 | 20,100 | 825 | 2,874,857 |
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.
| Power Solutions International, Inc. | ||||||
| Dated: July 18, 2022 | By: | /s/ June Gu | ||||
| Name: June Gu | ||||||
| Title: Interim General Counsel | ||||||