UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(a) On July 23, 2025, Kenneth W. Landini sent a letter (the “Letter”) to Jiwen Zhang, the Chairman of the Board of Directors (the “Board”) of Power Solutions International, Inc. (the “Company”), informing Mr. Zhang of Mr. Landini’s resignation from the Board effective July 23, 2025. Mr. Landini was also a member of the Audit Committee of the Board. A copy of the Letter is filed herewith as Exhibit 17.1.
The Board had declined to nominate Mr. Landini for re-election at the 2025 annual meeting of stockholders held on July 24, 2025 (the “2025 Annual Meeting”), and accordingly his service as a director had been scheduled to end at the 2025 Annual Meeting irrespective of his resignation.
Mr. Landini alleges in the Letter that (i) he was not re-nominated due to his insistence on complying with his fiduciary duties, and (ii) a majority of the Board showed a lack of concern with respect to exchange listing obligations and management compensation levels, which could be detrimental to the Company.
The Board has reviewed the Letter and disagrees with the allegations made by Mr. Landini in the Letter.
Mr. Landini has been given an opportunity to review this disclosure, and the Company will file any responses timely received from him as an exhibit to an amendment to this Form 8-K.
(e) On July 24, 2025, the Company amended its 2012 Incentive Compensation Plan (the “Plan Amendment”) to extend the expiration date from May 26, 2026 to May 26, 2028.
The foregoing description of the Plan Amendment is qualified in its entirety by reference to such amendment, which is filed herewith as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 24, 2025, the Company held its 2025 Annual Meeting. All matters submitted for approval by the Company’s stockholders, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 13, 2025, were approved. The number of shares of common stock entitled to vote at the Company’s 2025 Annual Meeting was 23,008,511 representing the number of shares outstanding as of May 30, 2025, the record date for the annual meeting. The voting details follow below.
Proposal No. 1: Election of Directors
The following nominees were elected to the Board for a one-year term expiring at the Company’s 2026 Annual Meeting, as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||
| Jiwen Zhang |
12,794,283 | 1,429,433 | 4,690 | 3,485,417 | ||||||||||||
| Kui Jiang |
12,530,475 | 1,693,347 | 4,584 | 3,485,417 | ||||||||||||
| Frank P. Simpkins |
13,088,068 | 1,136,469 | 3,869 | 3,485,417 | ||||||||||||
| Courtney C. Shea |
13,536,210 | 688,356 | 3,840 | 3,485,417 | ||||||||||||
| Hong He |
13,301,018 | 887,804 | 39,584 | 3,485,417 | ||||||||||||
| Gengsheng Zhang |
12,510,324 | 1,678,498 | 39,584 | 3,485,417 | ||||||||||||
| Fuzhang Yu |
12,515,608 | 1,708,214 | 4,584 | 3,485,417 | ||||||||||||
Proposal No. 2: Ratification of Appointment of BDO USA, LLP to Serve as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025
The ratification of BDO USA, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, was approved as follows:
| FOR |
AGAINST |
ABSTAIN | ||
| 15,921,121 |
1,756,335 | 36,367 |
Proposal No. 3: Approval, on an Advisory, Non-binding Basis, of the Compensation of the Company’s Named Executive Officers
The Company’s named executive officer compensation was approved on an advisory, non-binding basis, as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 13,601,665 |
601,431 | 25,310 | 3,485,417 |
Proposal No. 4: Approval of the amendment of the Amended and Restated 2012 Incentive Compensation Plan to extend the expiration date
To approve the amendment of the Amended and Restated 2012 Incentive Compensation Plan to extend the expiration date, was approved as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 13,541,977 |
658,400 | 28,029 | 3,485,417 |
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 1 to the 2012 Incentive Compensation Plan. | |
| 17.1 | Letter from Kenneth W. Landini dated July 23, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
| Power Solutions International, Inc. | ||||||
| Dated: July 29, 2025 | By: | /s/ Xun Li | ||||
| Xun Li | ||||||
| Chief Financial Officer | ||||||