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): ~~August~~September 1116, 2025

POWERFLEET, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-39080		83-4366463
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

123 Tice Boulevard, Woodcliff Lake, New Jersey		07677
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (201) 996-9000

(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 (see General Instruction A.2. below):

☐	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 each exchange on which registered
Common Stock, par value $0.01 per share		AIOT		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 25.0207. ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~August~~September 1116, 2025, Powerfleet, Inc. (the “Company”) ~~issued~~held aits ~~press~~2025 ~~release~~annual ~~regarding~~meeting ~~financial~~of ~~results~~stockholders ~~for~~ (the ~~fiscal~~“Annual ~~quarter~~Meeting”). ~~ended~~At ~~June~~the 30Annual Meeting, ~~2025. A copy of~~ the ~~press~~Company’s ~~release~~stockholders iswere ~~being~~asked ~~furnished as Exhibit 99.1~~ to ~~this~~vote ~~Current Report on Form 8-K.~~upon:

~~Item 7~~1.01 The election of five directors, each to serve until the Company’s 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified. ~~Regulation~~The FDnominees ~~Disclosure~~for election were Michael Brodsky, Ian Jacobs, Andrew Martin, Michael McConnell and Steve Towe; 2. The ratification of the appointment of Deloitte & Touche as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2026; and 3. An advisory (non-binding) vote to approve the Company’s executive compensation.

AsThe ~~previously~~results ~~announced,~~of the ~~Company~~matters ~~will~~voted ~~hold a conference call~~ on ~~August 11, 2025~~ at ~~8:30~~the ~~a.m.~~Annual ~~Eastern~~Meeting, ~~time~~based ~~(5:30~~on ~~a.m. Pacific time) to discuss~~ the ~~financial~~presence ~~results~~in ~~for~~person ~~the~~or ~~fiscal~~by ~~quarter~~proxy ~~ended~~of ~~June~~holders ~~30,~~of ~~2025~~record ~~and~~of ~~provide a business update. The slide presentation that will~~100,645,534 ~~accompany~~of the ~~conference~~133,443,292 ~~call~~shares isof ~~being~~the ~~furnished~~Company’s ascommon ~~Exhibit~~stock ~~99.2~~entitled to ~~this~~vote, ~~Current~~were ~~Report~~as ~~on Form 8-K.~~follows:

~~The information in this report is being furnished pursuant to Items 2~~1.02 ~~and~~The ~~7.01~~election of ~~Form~~each ~~8-K.~~of ~~In accordance with General Instruction B~~Messrs.~~2. of~~ ~~Form 8-K~~Brodsky, ~~the information in this report~~Jacobs, ~~including Exhibit 99.1~~Martin, ~~shall~~McConnell ~~not~~and beTowe ~~deemed~~as ~~“filed”~~directors ~~for~~of the ~~purposes~~Company ofto ~~Section 18~~serve ofuntil the ~~Securities~~2026 ~~Exchange~~annual ~~Act~~meeting of ~~1934,~~stockholders asand ~~amended,~~until ortheir ~~otherwise~~respective ~~subject~~successors toare ~~the~~duly ~~liability~~elected ofand ~~that~~qualified ~~section,~~was ~~nor~~approved ~~shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,~~ as ~~amended, except as may be expressly set forth by specific reference in such a filing.~~follows:

Cautionary Note Regarding Forward-Looking Statements

	For	Withheld	Broker Non-Votes
Michael Brodsky	63,932,221	17,991,582	18,721,731
Ian Jacobs	66,359,112	15,564,691	18,721,731
Andrew Martin	76,734,938	5,188,865	18,721,731
Michael McConnell	64,458,433	17,465,370	18,721,731
Steve Towe	81,469,312	454,491	18,721,731

~~This report, including Exhibits 99.1 and 99.~~2~~, contains forward-looking statements within the meaning of federal securities laws~~. The ~~Company’s actual~~stockholders ~~results~~ratified may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements may be identified by words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions. These forward-looking statements include, without limitation, the ~~Company’s~~appointment ~~expectations with respect to its beliefs, plans, goals, objectives, expectations, anticipations, assumptions, estimates, intentions and future performance, as well as anticipated financial impacts~~ of ~~the~~Deloitte ~~business~~& ~~combination~~Touche with MiX Telematics and the acquisition of Fleet Complete. Forward-looking statements involve significant known and unknown risks, uncertainties and other factors, which may cause their actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. Most of these factors are outside the Company’s control and are difficult to predict. The risks and uncertainties referred to above include, but are not limited to, risks related to: (i) the Company’s ability to realize all of the anticipated benefits of the business combination with MiX Telematics and the acquisition of Fleet Complete, and the potential challenges associated with the ongoing integration of the businesses; (ii) global economic conditions as ~~well as exposure to political, trade and geographic risks, including tariffs and~~ the ~~conflict in the Middle East; (iii) disruptions or limitations in the~~ Company’s ~~supply~~independent ~~chain,~~registered ~~particularly~~public with respect to key components; (iv) technological changes or product developments that may be more complex, costly, or less effective than expected; (v) cybersecurity risks and the Company’s ability to protect its information technology systems from breaches; (vi) the Company’s inability to adequately protect its intellectual property; (vii) competitive pressures from a broad range of local, regional, national and other providers of wireless solutions; (viii) the Company’s ability to effectively navigate the international political, economic and geographic landscape; (ix) changes in applicable laws and regulations or changes in generally accepted accounting ~~policies,~~firm ~~rules and~~for ~~practices, and (x) such other factors as are set forth in~~ the ~~periodic~~fiscal ~~reports~~year ~~filed~~ending byMarch ~~the Company with the Securities and Exchange Commission (“SEC”)~~31, including but not limited to those described under the heading “Risk Factors” in its annual reports on Form 10-K, quarterly reports on Form 10-Q and any other filings made with the SEC from time to time, which are available via the SEC’s website at http://www2026.~~sec.gov.~~ ~~Should~~The ~~one~~voting ~~or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual~~ results ~~may~~were ~~vary~~as ~~materially from those indicated or anticipated by these forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.~~follows:

The forward-looking statements included in this report are made only as of the date of this report, and except as otherwise required by applicable securities law, the Company assumes no obligation, nor does the Company intend to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

For		Against		Abstain		Broker Non-Votes
100,448,571		149,371		47,592		—

~~Item 9~~3.~~01.~~ ~~Financial~~The ~~Statements~~stockholders ~~and~~approved ~~Exhibits~~an advisory resolution on executive compensation. The voting results were as follows:

(d) Exhibits.

For		Against		Abstain		Broker Non-Votes
55,080,716		19,916,978		6,926,109		18,721,731

Exhibit No.		Description
99.1		Press release, dated August 11, 2025.
99.2		Slide presentation, dated August 11, 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, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	POWERFLEET, INC.

	By:	/s/ David Wilson
	Name:	David Wilson
	Title:	Chief Financial Officer

Date: ~~August~~September 1116, 2025

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