8-K
PIONEER POWER SOLUTIONS, INC. (PPSI)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): November 9, 2023
PIONEER
POWER SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35212 | 27-1347616 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 400 Kelby Street, 12th Floor<br><br> <br>Fort Lee, New Jersey | 07024 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
(212)867-0700
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications 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 exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.001 per share | PPSI | Nasdaq<br> Stock Market LLC (Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
|---|
Electionof Directors
On November 9, 2023, Pioneer Power Solutions, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, Mr. Mazurek, Mr. Klink, Mr. Cohn, Mr. Ross, Mr. Tesler, Mr. Tulkoff and Mr. Whyte were elected as directors to serve on the Company’s board of directors until the annual meeting of the stockholders in 2024, or until their successors are elected and qualified.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
At the Company’s Annual Meeting, the following proposals were submitted to the Company’s stockholders. The final voting results are as follows:
| (1) | Election<br> of seven directors to serve on the Company’s board of directors to serve until the annual meeting of the stockholders in 2024,<br> or until his or her successors have been duly elected and qualified: | |||||
|---|---|---|---|---|---|---|
| Nominee | Votes For | Votes Withheld | ||||
| --- | --- | --- | ||||
| Nathan<br> J. Mazurek | 3,895,715 | 19,118 | ||||
| Thomas<br> Klink | 3,899,471 | 15,362 | ||||
| Yossi<br> Cohn | 3,710,419 | 204,414 | ||||
| Ian<br> Ross | 3,898,143 | 16,690 | ||||
| David<br> Tesler | 3,272,050 | 642,783 | ||||
| Jonathan<br> Tulkoff | 3,271,319 | 643,514 | ||||
| Kytchener<br> Whyte | 3,814,352 | 100,481 | ||||
| (2) | Ratification<br> of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending<br> December 31, 2023: | |||||
| --- | --- | |||||
| Votes For | Votes Against | Votes Abstaining | ||||
| --- | --- | --- | ||||
| 5,938,886 | 190,474 | 12,322 | ||||
| (3) | Approval,<br> on an advisory basis, of the compensation paid to the Company’s named executive officers: | |||||
| --- | --- | |||||
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||
| --- | --- | --- | --- | --- | --- | --- |
| 3,737,010 | 158,597 | 19,226 | 2,226,849 |
For more information about the foregoing proposals, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 21, 2023, the relevant portions of which are incorporated herein by reference. A total of 6,141,682 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting. Holders of the Company’s common stock were entitled to one vote per share. The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
SIGNATURES
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.
| PIONEER POWER SOLUTIONS, inc. | ||
|---|---|---|
| Date:<br> November 13, 2023 | By: | /s/ Walter Michalec |
| Name: | Walter<br> Michalec | |
| Title: | Chief<br> Financial Officer |