PowerFleet, Inc. (AIOT) Earnings Call Transcript & Summary

Hello, and welcome to the 2023 PowerFleet, Inc. Annual Meeting of Stockholders. Please note that this meeting is being recorded. [Operator Instructions] It is my pleasure to now turn the meeting over to David Wilson, Chief Financial Officer of PowerFleet, Inc. Mr. Wilson, the floor is yours.

Good morning. I'm David Wilson, Chief Financial Officer of PowerFleet, Inc. and will be the presiding officer at this meeting. I will begin by introducing Steve Towe, the Company's Chief Executive Officer and his fellow Directors who are in attendance virtually: Michael Brodsky, Michael Casey and Anders Bjork. Also present today is Brent Ashton from Ernst & Young, LLP, our independent registered public accounting firm. We will first conduct the formal business of this meeting and vote on the matters presented in the Notice of Annual Meeting. Afterwards, you'll have an opportunity to ask any questions that you may have. A list of stockholders entitled to vote at this meeting furnished by American Stock Transfer and Trust Company, LLC, the Company's transfer agent, is available for inspection during the meeting by any stockholder on the website used to access this meeting. There is also, available on the website used to access this meeting, a copy of the Notice of Annual Meeting and proxy statements mailed beginning on or around June 21, 2023, to each stockholder of record at the close of business on June 1, 2023, together with an affidavit of due mailing of such notice. The affidavit and the notice will be appended to the minutes of this meeting together with a copy of the proxy statement. Honghui Yu of Olshan Frome Wolosky LLP, outside counsel to the Company, has been appointed as Inspector of Election at this meeting. Her oath as Inspector of Election has been submitted to this meeting and will be appended to the minutes. The Inspector of Election has polled the stockholders present in person and has examined those proxies. A report of stockholders represented at this meeting has been submitted, and it indicates that holders of shares in excess of the number necessary to constitute a quorum are present in person or are represented by proxy. This report will be available for inspection throughout this meeting and will be appended to the minutes of this meeting. I've been reported that a quorum is present for the transaction of business, I declare that the Annual Meeting of Stockholders of PowerFleet, Inc. is duly and legally convened. As indicated in the Notice of Annual Meeting, there are 5 items of business to be conducted at this meeting. The first item of business is election of Directors to the Company's Board of Directors. The second item of business is the ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for 2023. The third item of business is an advisory, nonbinding proposal to approve the company's executive compensation. The fourth item of business is an advisory, nonbinding proposal to approve the frequency of future stockholder advisory votes to approve the company's executive compensation. The fifth item of business is the approval of an amendment to the PowerFleet, Inc. 2018 Incentive Plan as amended to increase the number of shares of common stock available for issuance thereunder. The Board of Directors has recommended a vote for each of the nominees for Director, votes in favor of the ratification of Ernst & Young as the Company's independent registered public accounting firm for 2023, the Company's executive compensation and the amendment to PowerFleet, Inc.'s 2018 incentive plan as amended to increase the number of shares of common stock available for issuance thereunder and a vote for every 1 year with respect to the frequency of future stockholder advisory votes [indiscernible] the company's executive compensation. I now declare the polls are open for voting. [Voting]

Has everyone voted who is entitled to vote and desires to vote? All votes are in. Now that everyone has had an opportunity to vote, I now declare the polls closed. I've received a report of the preliminary voting results delivered to me by the Inspector of Election. The report indicates that each Director nominee has received a plurality of votes cast, each of the ratification of Ernst & Young as the company's independent registered public accounting firm for 2023, the company's executive compensation and the amendment to the company's 2018 incentive plan has received a majority of votes cast and on the frequency of future stockholder advisory votes to approve the company's executive compensation, a frequency of 1 year has received the affirmative vote of a majority of the votes cast. There being no further business to come before this meeting, in the absence of any objection, I declare the formal portion of this meeting adjourned. We will now be pleased to entertain any questions you may have. Before asking your question, please identify yourself and state the number of shares that you own or represent by proxy. [Audio Gap]