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

Hello, and welcome to the PowerFleet Special Meeting of Stockholders. Please note that this meeting is being recorded.[Operator Instructions] Please welcome Mike Brodsky, Chair of the PowerFleet Board of Directors; Steve Towe, the Chief Executive Officer of PowerFleet; and David Wilson, Chief Financial Officer of PowerFleet, and the presiding officer of the meeting. Mr. Wilson, the floor is yours.

Good morning. I'm David Wilson, Chief Financial Officer of PowerFleet, Inc., and will serve as the presiding officer of the meeting. Welcome to the company's Special Meeting of Stockholders. We will first conduct the formal business of the meeting and vote on the matters presented in the notice of special meeting. Afterwards, stockholders who are authenticated through the meeting portal will have an opportunity to ask any questions related to the matters under consideration at this meeting. There is available on the website used to access the meeting a copy of the notice of special meeting and proxy statement mailed beginning on or about January 29, 2024, to each stockholder of record at the close of business on January 19, 2024, together with an affidavit of due mailing of such notice. The affidavit and notice will be appended to the minutes of the meeting together with a copy of the proxy statement. Honghui 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 the proxies. The 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 the meeting. Having reported that a quorum is present for the transaction of business, I declare the Special Meeting of Stockholders of PowerFleet, Inc. is duly and legally convened. As indicated and described more fully in the notice of special meeting, there are 4 items of business to be conducted at this meeting. The first item of business is the stock issuance proposal, the approval of the issuance of shares of common stock of PowerFleet, Inc. to shareholders of MiX Telematics Limited pursuant to an implementation agreement dated October 10, 2023, among PowerFleet, MiX, and Main Street 2000 Proprietary Limited. The second item of business is the charter amendment proposal, the approval of an amendment of PowerFleet's amended and restated certificate of incorporation to increase the number of authorized shares of PowerFleet common stock from 75 million to 175 million. The third item of business is the compensation approval, approval on an advisory nonbinding basis of the compensation that may become payable to certain named executive officers of PowerFleet in connection with or following the consummation of the transactions contemplated by the implementation agreement. The fourth item of business is the adjournment proposal, approval to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are insufficient votes present in person or by proxy for or otherwise in connection with the approval of each of the stock issuance proposals and the charter amendment proposal. The Board of Directors has recommended a vote for each of the proposals. I now declare the polls open for voting. [Voting]

Has everyone voted who is entitled to vote or desires to vote? All votes are in. Now the inspector of election will tabulate the votes and submit a report in writing to me. I have received a report of the preliminary voting results delivered to me by the inspector of election. The report indicates that each of the proposals has been received, has received the requisite vote of stockholders, and accordingly, has been duly approved; that each of the stock issuance proposal and the charter amendment proposal has been duly approved. The adjournment proposal is moot. There being no further business to come before this meeting, in the absence of any objections, I declare the formal portion of this meeting adjourned. Certificate of the inspector of election will be filed with the minutes of this special meeting. We will now be pleased to address relevant questions that are received through the meeting portal. If there is no other business, this concludes the special meeting. I'd like to express my sincere appreciation to our stockholders who attended this meeting as well as those stockholders who submitted proxies but were not able to be present virtually. Thank you.