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 17, 2022
PIONEER POWER SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35212 | 27-1347616 |
(State of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
400 Kelby Street, 12th Floor Fort Lee, New Jersey | 07024 |
(Address of principal executive offices) | (Zip 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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement 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 Stock, par value $0.001 per share | | PPSI | | Nasdaq 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. |
Election of Directors
On November 17, 2022, Pioneer Power Solutions, Inc. (the “Company”) held its 2022 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 of the Board to serve for a term expiring at the Company’s 2023 annual meeting until his or her successor is elected or 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 of seven directors to serve on our board of directors to serve until the annual meeting of the stockholders in 2023, or until his or her successors have been duly elected and qualified: |
| Nominee | | Votes For | | Votes Withheld |
| Nathan J. Mazurek | | 3,306,207 | | 71,056 |
| Thomas Klink | | 3,308,825 | | 68,438 |
| Yossi Cohn | | 3,299,458 | | 77,805 |
| Ian Ross | | 3,306,307 | | 70,956 |
| David Tesler | | 3,082,147 | | 295,116 |
| Jonathan Tulkoff | | 3,077,288 | | 299,975 |
| Kytchener Whyte | | 3,306,101 | | 71,162 |
| | (2) | Ratification of the appointment of MARCUM, LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year: |
| Votes For | | Votes Against | | Votes Abstaining |
| 5,176,550 | | 42,873 | | 18,325 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL) |
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: November 18, 2022 | By: | /s/ Walter Michalec |
| | Name: | Walter Michalec |
| | Title: | Chief Financial Officer |
