false 0001137091 0001137091 2023-07-25 2023-07-25












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 25, 2023



Power Solutions International, Inc.

(Exact Name of Registrant as Specified in Charter)




Delaware   001-35944   33-0963637

(State or Other Jurisdiction

of Incorporation)



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




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, 2023, the Power Solutions International, Inc. (the “Company”) held its 2023 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 15, 2023, were approved. The number of shares of common stock entitled to vote at the Company’s 2023 Annual Meeting of Stockholders was 22,951,478, representing the number of shares outstanding as of May 26, 2023, 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 2024 Annual Meeting, as follows:


     FOR      AGAINST      ABSTAIN      BROKER

Jiwen Zhang

     13,773,431        138,589        825        2,677,007  

Shaojun Sun, Ph.D.

     12,931,056        981,354        435        2,677,007  

Frank P. Simpkins

     13,741,249        171,161        435        2,677,007  

Kenneth W. Landini

     13,780,516        131,894        435        2,677,007  

Hong He

     13,715,292        141,389        56,164        2,677,007  

Gengsheng Zhang

     13,742,502        138,789        31,554        2,677,007  

Fuzhang Yu

     13,739,902        141,389        31,554        2,677,007  

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, 2023

The ratification of BDO USA, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, was approved as follows:







16,572,926   16,421   505

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:










13,761,942   150,028   875   2,677,007



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 25, 2023     By:  

/s/ Junhua Gu

      Name: Junhua Gu
      Title: Interim General Counsel