Item 1.01. Entry Into a Material Definitive Agreement.

The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On January 4, 2023, PowerFleet, Inc. (the "Company" or "Powerfleet") announced that David Wilson was appointed as the Chief Financial Officer of the Company, effective as of January 4, 2023.

David Wilson, 55, joins Powerfleet from NSONE, Inc. ("NS1"), a leading provider of next generation managed Domain Name System services, where he served as the Chief Financial Officer from May 2020 to December 2022. Prior to NS1, Mr. Wilson held Chief Financial Officer roles at Symphony Communication Services, LLC, an encrypted communication software company, from July 2017 to October 2019 and Ooyala Inc., a leading provider of online video services, from September 2013 to July 2017.

In connection with Mr. Wilson's appointment as CFO, the Company entered into an employment offer letter (the "Offer Letter") with Mr. Wilson setting forth the terms of his employment and compensation. In accordance with the Offer Letter, Mr. Wilson will receive a base salary of $350,000 per year and will be eligible to receive an annual bonus in an amount up to 75% of his base salary, which will be aligned with pre-determined Company financial goals.

The Company's board of directors (the "Board") also approved the following equity grants to Mr. Wilson, effective as of his appointment as CFO:

(i) 75,000 restricted shares of common stock, under the Company's 2018 Incentive


     Plan, as amended, which vests as to 25% of such shares on each of the first,
     second, third and fourth anniversaries of the date of grant, provided that
     Mr. Wilson is employed by the Company on each such date;

(ii) as an inducement material to Mr. Wilson's entering into employment with the


      Company, options to purchase 130,000 shares of the Company's common stock at
      an exercise price equal to the closing price of the Company's common stock
      on the grant date, which will have a term of 10 years and will vest as to
      25% of such options on each of the first, second, third and fourth
      anniversaries of the date of grant, provided that Mr. Wilson is employed by
      the Company on each such date; and

(iii) as an inducement material to Mr. Wilson's entering into employment with the


       Company, options to purchase 275,000 shares of the Company's common stock
       at an exercise price of $3.00 per share (however, if the closing price on
       the grant date is higher than $3.00 per share, then the exercise price will
       be the closing price on such date), which will have a term of 10 years and
       will vest in full if the volume weighted average price of the Company's
       common stock during a consecutive 60 trading day period reaches $12.00 per
       share, provided that Mr. Wilson is employed by the Company on such date.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.




Item 8.01. Other Events.

On January 4, 2023, the Company issued a press release announcing the events described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






  (d) Exhibits.




Exhibit No.   Description
10.1            Offer Letter, dated December 31, 2022, between PowerFleet, Inc.
              and David Wilson.
99.1            Press release, dated January 4, 2023.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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