PowerFleet : Shareholder Meeting Form 8 K

Item 5.08. Shareholder Director Nominations.

The board of directors of Powerfleet, Inc. (the "Company") has established Tuesday, September 17, 2024 as the date of the Company's 2024 annual meeting of stockholders (the "Annual Meeting").

Because the date of the Annual Meeting has changed by more than 30 days from the anniversary of the date of the Company's 2023 annual meeting of stockholders, in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company is informing stockholders of such change. Additionally, new deadlines have been set for submission of proposals by stockholders intended to be presented at the Annual Meeting and included in the Company's proxy statement for the Annual Meeting.

In accordance with Rule 14a-8 under the Exchange Act ("Rule 14a-8"), if a stockholder wishes to present a proposal for inclusion in the proxy materials for the Annual Meeting, the Company's Secretary must receive written notice of such proposal at the Company's principal executive offices no later than the close of business on July 22, 2024, 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 (i) meet the requirements set forth in the rules and regulations of the Securities and Exchange Commission (the "SEC"), including Rule 14a-8, in order to be eligible for inclusion in the proxy materials for the Annual Meeting and (ii) contain the information specified in, and otherwise comply with, the Company's Amended and Restated Bylaws (the "Bylaws").

In addition to satisfying the procedures set forth in the Bylaws, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, no later than July 22, 2024, which is 10 days following the date this Current Report on Form 8-K has been filed with the SEC.