| Item 5.08. | Shareholder Nominations. |
The Board of Director’s (the “Board”) of Power Solutions International, Inc. (the “Company”) has determined that the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”) will be held on Thursday, July 15, 2021, at 8:00 a.m. (Central Time). The record date for stockholders entitled to notice of and to vote at the Annual Meeting will be the close of business on Monday, May 17, 2021. The 2021 Annual Meeting will be held by remote communication, and information regarding the manner in which stockholders will be able to access, participate in and vote at the 2021 Annual Meeting will be set forth in the Company’s proxy statement.
Because the date of the 2021 Annual Meeting differs by more than 30 days from the anniversary date of the Company’s 2020 annual meeting of stockholders, which was held on December 15, 2020, the deadline for submission of any stockholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), and the deadlines for any stockholder to submit a nominee to serve as director or to submit a proposal to be considered at the meeting or for inclusion in the Company’s proxy materials outside of Rule 14a-8, as set forth in the Company’s proxy statement, filed with the United States Securities and Exchange Commission (the “SEC”) on November 5, 2020, no longer apply. Pursuant to the Company’s Second Amended and Restated Bylaws (the “Bylaws”) and Rule 14a-5(f) of the Exchange Act, the Company is hereby providing notice of the revised deadlines for such proposals by means of this Form 8-K.
Pursuant to Rule 14a-8 of the Exchange Act, stockholders of the Company who wish to have a proposal considered for inclusion in the Company’s proxy materials for the 2021 Annual Meeting must ensure that such proposal is received by, on or before the close of business on May 14, 2021, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials. Any such proposal must also meet the requirements set forth in the rules and regulations of the SEC to be eligible for inclusion in the proxy materials for the 2021 Annual Meeting and must comply with the provisions contained in the Bylaws relating to stockholder proposals.
Additionally, a stockholder intending to submit a proposal outside the processes of Rule 14a-8 of the Exchange Act or to nominate persons for election to serve as a director of the Company, in each case in connection with the 2021 Annual Meeting, to be considered timely, must provide written notice of such proposal or nomination to the Company’s Chief Financial Officer not later than the close of business on May 14, 2021, in order to be considered “timely” within the meaning of Rule 14a-4(c) of the Exchange Act in respect of the 2021 Annual Meeting. Such proposals or nominations must comply with the advance notice provisions contained in the Bylaws.
Proposals and notices must be in writing and received by the Company’s Chief Financial Officer, Donald P. Klein, at 201 Mittel Drive, Wood Dale, IL 60191, and must also comply with the requirements set forth in the rules and regulations of the Exchange Act and the Bylaws.
