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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Sec. 240.14a-12 |
Pioneer Power Solutions, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| 1) | Title of each class of securities to which transactions applies: | |
| 2) | Aggregate number of securities to which transaction applies: | |
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |
| 4) | Proposed maximum aggregate value of transaction: | |
| 5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials. |
☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identity the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| 1) | Amount Previously Paid: |
| 2) | Form, Schedule or Registration Statement No.: |
| 3) | Filing Party: |
| 4) | Date Filed: |
PIONEER POWER SOLUTIONS, INC.
400 Kelby Street, 12th Floor
Fort Lee, New Jersey 07024
Telephone: (212) 867-0700
October 17, 2024
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Pioneer Power Solutions, Inc. (the Annual Meeting) to be held at 12:30 p.m., New York time, on December 5, 2024, at our office, located at 400 Kelby Street, 12 th Floor, Fort Lee, New Jersey 07024. Details regarding the Annual Meeting and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of Annual Stockholders Meeting and proxy statement.
Please note that in order to gain admission to the site of our Annual Meeting, all attendees will need to present a photo identification card and have their name previously provided to building security. As such, in order to facilitate your attendance at the Annual Meeting, we strongly encourage you to advise Walter Michalec by email at info@pioneerpowersolutions.com or by phone at (212) 867-0700 if you plan to attend the Annual Meeting prior to 5:00 p.m., New York time, on November 27, 2024, so that we can provide your name to building security. In the event that you do not advise us ahead of time that you will be attending the Annual Meeting, we encourage you to arrive at the Annual Meeting no later than 12:00 p.m., New York time, in order to ensure that you are able to pass through security prior to the start of the Annual Meeting.
We are distributing our proxy materials to certain stockholders via the Internet under the U.S. Securities and Exchange Commission Notice and Access rules. We believe this approach allows us to provide stockholders with a timely and convenient way to receive proxy materials and vote, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the Notice of Internet Availability) beginning on or about October 18, 2024, rather than a paper copy of the proxy statement, the proxy card and our Annual Report for the fiscal year ended December 31, 2023 (the 2023 Annual Report). The Notice of Internet Availability contains instructions on how to access the proxy materials, vote and obtain, if desired, a paper copy of the proxy materials.
Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to attend the Annual Meeting, after receiving the Notice of Internet Availability please vote as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. As an alternative to voting at the Annual Meeting, you may vote via the Internet, by telephone, or by signing, dating and returning the proxy card that is mailed to those that request paper copies of the proxy statement and the other proxy materials. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Annual Meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the Annual Meeting.
On behalf of the board of directors, I urge you to submit your proxy as soon as possible, even if you currently plan to attend the Annual Meeting in person.
Thank you for your support of our company. I look forward to seeing you at the Annual Meeting, or if the Annual Meeting is held in hybrid or virtual format, via remote communication.
| Sincerely, | |
| /s/ Nathan J. Mazurek | |
| Nathan J. Mazurek | |
| Chairman |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 5, 2024
Our proxy statement, proxy card and our 2023 Annual Report
are available at www.proxyvote.com
PIONEER POWER SOLUTIONS, INC.
400 Kelby Street, 12th Floor
Fort Lee, New Jersey 07024
Telephone: (212) 867-0700
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 5, 2024
The 2024 Annual Meeting of Stockholders (the Annual Meeting) of Pioneer Power Solutions, Inc., a Delaware corporation (the Company) will be held on December 5, 2024, at 12:30 p.m., New York time, at our office, located at 400 Kelby Street, 12 th Floor, Fort Lee, New Jersey 07024. We will consider and act on the following items of business at the Annual Meeting:
| (1) | Election of seven directors to serve on our board of directors until the annual meeting of the stockholders in 2025, or until their successors are elected and qualified, for which the following are nominees: Nathan J. Mazurek, Thomas Klink, Yossi Cohn, Ian Ross, David Tesler, Jonathan Tulkoff and Kytchener Whyte. | |
| (2) | Ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. | |
| (3) | Such other business as may properly come before the Annual Meeting. |
Stockholders are referred to the proxy statement accompanying this notice (the Proxy Statement) for more detailed information with respect to the matters to be considered at the Annual Meeting. After careful consideration, the board of directors recommends a vote FOR each director nominee listed in Proposal 1 and FOR Proposal 2 .
The board of directors has fixed the close of business on October 15, 2024, as the record date. Only holders of record of shares of our common stock are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting or at any postponement(s) or adjournment(s) of the Annual Meeting. A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for inspection at the office of the Company during regular business hours for the 10 calendar days prior to and during the Annual Meeting.
Please note that in order to gain admission to the site of our Annual Meeting, all attendees will need to present a photo identification card and have their name previously provided to building security. As such, in order to facilitate your attendance at the Annual Meeting, we strongly encourage you to advise Walter Michalec by email at info@pioneerpowersolutions.com or by phone at (212) 867-0700 if you plan to attend the Annual Meeting prior to 5:00 p.m., New York time, on November 27, 2024, so that we can provide your name to building security. In the event that you do not advise us ahead of time that you will be attending the Annual Meeting, we encourage you to arrive at the Annual Meeting no later than 12:00 p.m., New York time, in order to ensure that you are able to pass through security prior to the start of the Annual Meeting.
YOUR VOTE AND PARTICIPATION IN THE COMPANYS AFFAIRS ARE IMPORTANT. TO ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING, PLEASE VOTE your shares as promptly as possible by Internet, telephone or mail. For specific instructions on how to vote your shares, please see the section entitled About the Annual Meeting beginning on page 1 of the proxy statement.
STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY DESIRE.
If your shares are held in the name of a broker, trust, bank or other nominee , and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Annual Meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the Annual Meeting.
| By Order of the Board of Directors, | |
| /s/ Nathan J. Mazurek | |
| Nathan J. Mazurek | |
| Chairman |
October 17, 2024
TABLE OF CONTENTS
PIONEER POWER SOLUTIONS, INC.
400 Kelby Street, 12th Floor
Fort Lee, New Jersey 07024
Telephone: (212) 867-0700
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 5, 2024
Unless the context otherwise requires, references in this Proxy Statement to we, us, our, the Company, or Pioneer refer to Pioneer Power Solutions, Inc., a Delaware corporation, and its direct and indirect subsidiaries. In addition, unless the context otherwise requires, references to stockholders are to the holders of our voting securities, which consist of our common stock, par value $0.001 per share.
The accompanying proxy is solicited by the board of directors on behalf of Pioneer Power Solutions, Inc. (the Company), a Delaware corporation, to be voted at the 2024 Annual Meeting of Stockholders of the Company (the Annual Meeting) to be held on December 5, 2024, at the time and place and for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders (the Notice) and at any adjournment(s) or postponement(s) of the Annual Meeting. This proxy statement (the Proxy Statement) and accompanying form of proxy are expected to be first sent or given to stockholders on or about October 18, 2024.
The executive offices of the Company are located at, and the mailing address of the Company is, 400 Kelby Street, 12 th Floor, Fort Lee, New Jersey 07024.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 5, 2024:
As permitted by the Notice and Access rules of the U.S. Securities and Exchange Commission (the SEC), we are making this Proxy Statement, the proxy card and our Annual Report for the fiscal year ended December 31, 2023 (the 2023 Annual Report), available to stockholders electronically via the Internet at the following website: www.proxyvote.com. On or about October 18, 2024, we will begin mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the Notice of Internet Availability) that contains instructions on how stockholders may access and review all of the proxy materials and how to vote. Also, on or about October 18, 2024, we will begin mailing printed copies of the proxy materials to stockholders that previously requested printed copies. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.
What is a proxy?
A proxy is another person that you legally designate to vote your stock. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. If you are a street name holder, you must obtain a proxy from your broker or nominee in order to vote your shares in person at the Annual Meeting.
What is a proxy statement?
A proxy statement is a document that regulations of the SEC require that we give to you when we ask you to sign a proxy card to vote your stock at the Annual Meeting.
Why did I receive a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy materials?
We are using the SECs Notice and Access model, which allows us to deliver proxy materials over the Internet, as the primary means of furnishing proxy materials. We believe Notice and Access provides stockholders with a convenient method to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. On or about October 18, 2024, we expect to begin mailing to stockholders a Notice of Internet Availability containing instructions on how to access our proxy materials on the Internet and how to vote. The Notice of Internet Availability is not a proxy card and cannot be used to vote your shares. If you received a Notice of Internet Availability this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the Notice of Internet Availability.
What is the purpose of the Annual Meeting?
At our Annual Meeting, stockholders will act upon the matters outlined in the Notice, including the following:
| (1) | Election of seven directors to serve on our board of directors until the annual meeting of the stockholders in 2025 (the 2025 Annual Meeting), or until their successors are elected and qualified, for which the following are nominees: Nathan J. Mazurek, Thomas Klink, Yossi Cohn, Ian Ross, David Tesler, Jonathan Tulkoff and Kytchener Whyte (Proposal 1). | |
| (2) | Ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 2). | |
| (3) | Such other business as may properly come before the Annual Meeting. |
What is householding and how does it affect me?
With respect to eligible stockholders who share a single address, we may send a single copy of proxy materials to that address unless we receive instructions to the contrary from any stockholder at that address. This practice, known as householding, is designed to reduce our printing and postage costs. However, if a stockholder of record residing at such address wishes to receive a separate Proxy Statement and other proxy materials in the future, he or she may contact Pioneer Power Solutions, Inc., 400 Kelby Street, 12th Floor, Fort Lee, New Jersey 07024, Attn: Investor Relations or call (212) 867-0700 and ask for Investor Relations. Eligible stockholders of record receiving multiple copies of our proxy materials can request householding by contacting us in the same manner. Stockholders who own shares through a bank, broker or other nominee can request householding by contacting the nominee.
We hereby undertake to deliver promptly, upon written or oral request, a copy of the proxy materials to a stockholder at a shared address to which a single copy of the document was delivered. Requests should be directed to Investor Relations at the address or phone number set forth above.
SEC rules permit companies to send you a notice that proxy information is available on the Internet, instead of mailing you a complete set of materials. The Company has chosen to distribute proxy information in this manner.
What should I do if I receive more than one set of voting materials?
You may receive more than one Notice of Internet Availability (or, if you requested a printed copy of the proxy materials, this Proxy Statement and the proxy card) or voting instruction card. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are a stockholder of record and hold shares in a brokerage account, you will receive a Notice of Internet Availability (or, if you requested a printed copy of the proxy materials, a proxy card) for shares held in your name and a voting instruction card for shares held in street name. Please follow the separate voting instructions that you received for your shares of common stock held in each of your different accounts to ensure that all your shares are voted.
| 1 |
What is the record date and what does it mean?
The record date to determine the stockholders entitled to notice of and to vote at the Annual Meeting is the close of business on October 15, 2024 (the Record Date). The Record Date is established by the board of directors as required by Delaware law. On the Record Date, 10,917,038 shares of common stock were issued and outstanding.
Who is entitled to vote at the Annual Meeting?
Holders of common stock at the close of business on the Record Date may vote at the Annual Meeting.
What are the voting rights of the stockholders?
Each holder of common stock is entitled to one vote per share of common stock on all matters to be acted upon at the Annual Meeting.
The presence, in person or by proxy, of the holders of one-third of the outstanding shares of stock entitled to vote at the Annual Meeting is necessary to constitute a quorum to transact business. If a quorum is not present or represented at the Annual Meeting, the stockholders entitled to vote at the Annual Meeting, present in person or by proxy, by vote of the holders of a majority of the shares represented thereat, may adjourn the Annual Meeting from time to time without notice or other announcement until a quorum is present or represented.
What is the difference between a stockholder of record and a street name holder?
If your shares are registered directly in your name with Securities Transfer Corporation, our stock transfer agent, you are considered the stockholder of record with respect to those shares. The Notice of Internet Availability has been sent directly to you by us.
If your shares are held in a stock brokerage account or by a bank or other nominee, the nominee is considered the record holder of those shares. You are considered the beneficial owner of these shares, and your shares are held in street name. The Notice of Internet Availability has been forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions they included in the mailing or by following their instructions for voting by telephone or the Internet.
What is a broker non-vote?
Broker non-votes occur when shares are held indirectly through a broker, bank or other intermediary on behalf of a beneficial owner (referred to as held in street name) and the broker submits a proxy but does not vote for a matter because the broker has not received voting instructions from the beneficial owner and (i) the broker does not have discretionary voting authority on the matter or (ii) the broker chooses not to vote on a matter for which it has discretionary voting authority. Under the rules of the New York Stock Exchange (the NYSE) that govern how brokers may vote shares for which they have not received voting instructions from the beneficial owner, brokers are permitted to exercise discretionary voting authority only on routine matters when voting instructions have not been timely received from a beneficial owner. Proposal 2 is considered a routine matter. Therefore, if you do not provide voting instructions to your broker regarding such proposal, your broker will be permitted to exercise discretionary voting authority to vote your shares on such proposal. Proposal 1 is not considered a routine matter. In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to Proposal 1.
How do I vote my shares?
If you are a record holder, you may vote your voting securities at the Annual Meeting in person or by proxy. To vote in person, you must attend the Annual Meeting and obtain and submit a ballot. The ballot will be provided at the Annual Meeting. To vote by proxy, you must do one of the following:
| ● | Via Internet : as prompted by the menu found at www.proxyvote.com, follow the instructions to obtain your records and submit an electronic ballot. Please have your Stockholder Control Number, which can be found on your Notice of Internet Availability or proxy card, when you access this voting site. You may vote via the Internet until 11:59 p.m., Eastern Time on December 4, 2024. |
| 2 |
| ● | Via telephone : call 1-800-690-6903 and then follow the voice instructions. Please have your Stockholder Control Number, which can be found on your Notice of Internet Availability or proxy card, when you call. You may vote by telephone until 11:59 p.m., Eastern Time on December 4, 2024. |
| ● | Via mail : if you requested printed proxy materials as provided in the Notice of Internet Availability and would like to vote by mail, complete and sign the enclosed proxy card and return it in the postage-paid envelope. If you submit a signed proxy without indicating your vote, the person voting the proxy will vote your shares according to the Boards recommendation. |
The telephone and Internet voting procedures are designed to authenticate stockholders identities, to allow you to vote your shares and to confirm that your instructions have been properly recorded. Please refer to your Notice of Internet Availability or proxy card or the information forwarded by your bank, broker or other nominee to see which options are available to you. The proxy is fairly simple to complete, with specific instructions on the electronic ballot, telephone or card. By completing and submitting it, you will direct the designated persons (known as proxies) to vote your stock at the Annual Meeting in accordance with your instructions. The board of directors has appointed Nathan J. Mazurek, president and chief executive officer, and Walter Michalec, chief financial officer, secretary and treasurer, to serve as the proxies for the Annual Meeting.
Your proxy will be valid only if you complete and return it before the Annual Meeting. If you complete all of the proxy but do not provide voting instructions with respect to a proposal, then the designated proxies will vote your shares as to which you provide no voting instructions in the manner described under What if I do not specify how I want my shares voted? below. We do not anticipate that any other matters will come before the Annual Meeting, but if any other matters properly come before the meeting, then the designated proxies will vote your shares in accordance with applicable law and their judgment.
If you hold your shares in street name, your bank, broker or other nominee should provide to you a request for voting instructions along with the Companys proxy solicitation materials. By completing the voting instruction card, you may direct your nominee how to vote your shares. If you complete the voting instruction card except one or more of the voting instructions, then your broker may be unable to vote your shares with respect to the proposal as to which you provide no voting instructions. See What is a broker non-vote? Alternatively, if you want to vote your shares in person at the Annual Meeting, you must contact your nominee directly in order to obtain a proxy issued to you by your nominee holder. Note that a broker letter that identifies you as a stockholder is not the same as a nominee issued proxy. If you fail to bring a nominee-issued proxy to the Annual Meeting, you will not be able to vote your nominee-held shares in person at the Annual Meeting.
Even if you currently plan to attend the Annual Meeting, we recommend that you also submit your proxy as described above so that your votes will be counted if you later decide not to attend the Annual Meeting or are unable to attend.
Who counts the votes?
All votes will be tabulated by Walter Michalec, the Companys chief financial officer, secretary and treasurer, the inspector of election appointed for the Annual Meeting. Each proposal will be tabulated separately.
Can I vote my shares at the Annual Meeting?
Yes. If you are a stockholder of record, you may vote your shares during the meeting by submitting your vote at the Annual Meeting.
If you hold your shares in street name, you may vote your shares during the Annual Meeting only if you obtain a proxy issued by your bank, broker or other nominee giving you the right to vote the shares.
Even if you currently plan to attend the Annual Meeting, we recommend that you also return your proxy or voting instructions as described above so that your votes will be counted if you later decide not to attend the Annual Meeting or are unable to attend.
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What are my choices when voting?
When you cast your vote on:
| Proposal 1: | You may vote for all director nominees or may withhold your vote as to one or more director nominees. | |
| Proposal 2: | You may vote for the proposal, against the proposal or abstain from voting on the proposal. |
What are the board of directors recommendations on how I should vote my shares?
The board of directors recommends that you vote your shares as follows:
FOR each director nominee listed in Proposal 1 and FOR Proposal 2.
What if I do not specify how I want my shares voted?
If you are a record holder who returns a completed proxy that does not specify how you want to vote your shares on one or more proposals, the proxies will vote your shares for each proposal as to which you provide no voting instructions, and such shares will be voted in the following manner:
FOR each director nominee listed in Proposal 1 and FOR Proposal 2.
If you are a street name holder and do not provide voting instructions on one or more proposals, your bank, broker or other nominee will be unable to vote those shares with respect to Proposal 1 but will be able to vote those shares at their discretion with respect to Proposal 2. See What is a broker non-vote?
Can I change my vote?
Yes. If you are a record holder, you may revoke your proxy at any time by any of the following means:
| ● | Attending the Annual Meeting and voting in person. Your attendance at the Annual Meeting will not by itself revoke a proxy. You must vote your shares by ballot at the Annual Meeting to revoke your proxy. | |
| ● | Completing and submitting a new valid proxy bearing a later date. | |
| ● | Giving written notice of revocation to the Company addressed to Walter Michalec, the Companys chief financial officer, treasurer and secretary, at Pioneer Power Solutions, Inc., 400 Kelby Street, 12th Floor, Fort Lee, New Jersey 07024, which notice must be received before noon, New York time, on December 4, 2024. |
If you are a street name holder, your bank, broker or other nominee should provide instructions explaining how you may change or revoke your voting instructions.
What percentage of the vote is required to approve each proposal?
Assuming the presence of a quorum, with respect to Proposal 1, the seven director nominees who receive the most votes cast in the election of directors will be elected. Assuming the presence of a quorum, approval of Proposal 2 will require the affirmative vote of the holders of a majority of the shares of our common stock represented in person or by proxy at the Annual Meeting.
How are abstentions and broker non-votes treated?
Abstentions or votes withheld are included in the determination of the number of shares present at the Annual Meeting for determining a quorum at the meeting. Votes withheld will have no effect with respect to Proposal 1. Abstentions will have the same effect as a vote against Proposal 2.
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Broker non-votes are included in the determination of the number of shares present at the Annual Meeting for determining a quorum at the meeting. Broker non-votes will have no effect upon Proposal 1 and are not applicable to Proposal 2.
Do I have any dissenters or appraisal rights with respect to any of the matters to be voted on at the Annual Meeting?
No. None of our stockholders has any dissenters or appraisal rights with respect to the matters to be voted on at the Annual Meeting.
When will the next stockholder advisory vote on executive compensation occur?
At our 2023 Annual Meeting of Stockholders, we submitted to our stockholders an advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years, as required by Section 14A, Three years was the frequency that received the highest number of votes. In light of such outcome, we are holding an advisory vote on executive compensation every three years. The next stockholder advisory vote on executive compensation and the next stockholder advisory vote on the frequency of how often such advisory votes on executive compensation should be taken will occur at our 2026 Annual Meeting of Stockholders.
What are the solicitation expenses and who pays the cost of this proxy solicitation?
Our board of directors is asking for your proxy and we will pay all of the costs of asking for stockholder proxies. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation material to the beneficial owners of common stock and collecting voting instructions. We may use officers and employees of the Company to ask for proxies, as described below.
Is this Proxy Statement the only way that proxies are being solicited?
No. In addition to the solicitation of proxies by use of the mail, officers and employees of the Company may solicit the return of proxies, either by mail, telephone, fax, e-mail or through personal contact. These officers and employees will not receive additional compensation for their efforts but will be reimbursed for out-of-pocket expenses. Brokerage houses and other custodians, nominees and fiduciaries, in connection with shares of the common stock registered in their names, will be requested to forward solicitation material to the beneficial owners of shares of common stock.
Are there any other matters to be acted upon at the Annual Meeting?
Management does not intend to present any business at the Annual Meeting for a vote other than the matters set forth in the Notice of Internet Availability and has no information that others will do so. If other matters requiring a vote of the stockholders properly come before the Annual Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the shares represented by the proxies held by them in accordance with applicable law and their judgment on such matters.
Where can I find voting results?
The Company expects to publish the voting results in a current report on Form 8-K, which it expects to file with the SEC within four business days following the Annual Meeting.
Who can help answer my questions?
The information provided above in this Question and Answer format is for your convenience only and is merely a summary of the information contained in this Proxy Statement. We urge you to carefully read this entire Proxy Statement, including the documents we refer to in this Proxy Statement. If you have any questions, or need additional material, please feel free to contact Walter Michalec by email at walter@pioneerpowersolutions.com or phone at (212) 867-0700.
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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS
Director Independence
Our board of directors has determined that each of Yossi Cohn, Ian Ross, David Tesler, and Jonathan Tulkoff, each an incumbent director and director nominee, satisfies the requirements for independence set out in Section 5605(a)(2) of the Nasdaq Stock Market (Nasdaq) rules and that each of these director nominees has no material relationship with us (other than being a director and/or a stockholder). In making its independence determinations, the board of directors sought to identify and analyze all of the facts and circumstances relating to any relationship between a director nominee, his immediate family or affiliates and our company and our affiliates and did not rely on categorical standards other than those contained in the Nasdaq rule referenced above.
Board Committees
Our board of directors currently has three standing committees: the audit committee, the nominating and corporate governance committee, and the compensation committee, each of which is described below. All standing committees operate under a charter that has been approved by the board of directors.
Audit Committee . Our board of directors established an audit committee on March 24, 2011, which has the composition and responsibilities described below.
The audit committee consists of Messrs. Cohn, Ross and Tulkoff, each of whom our board of directors has determined to be financially literate and qualify as an independent director under Section 5605(a)(2) of the rules of Nasdaq. In addition, Mr. Ross is the chairman of the audit committee and has been determined by our board of directors to be a financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. The audit committees duties are to recommend to our board of directors the engagement of independent auditors to audit our financial statements and to review our accounting and auditing principles. The audit committee reviews the scope, timing and fees for the annual audit and the results of audit examinations performed by internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee held a total of four meetings during the fiscal year ended December 31, 2023.
The audit committee operates under a formal charter adopted by the board of directors that governs its duties and conduct. Copies of the charter can be obtained free of charge from the Companys web site, www.pioneerpowersolutions.com, by contacting the Company by mail at the address appearing on the first page of our 2023 Annual Report on Form 10-K to the attention of Investor Relations, or by telephone at (212) 867-0700.
Compensation Committee. On January 18, 2022, the board of directors designated a compensation committee (the compensation committee). Our compensation committee is composed of Messrs. Tesler and Cohn, each of whom our board of directors has determined to qualify as an independent director under Section 5605(a)(2) of the rules of Nasdaq. Pursuant to its charter, the compensation committee shall be comprised of at least two (2) independent members of the board of directors who shall also satisfy such other criteria imposed on members of the compensation committee pursuant to the federal securities laws and the rules and regulations of the SEC and Nasdaq. The compensation committees duties are to discharge the responsibilities of the board of directors relating to compensation of the Companys directors and executive officers, to assist the board of directors in establishing appropriate incentive compensation and equity-based plans and to administer such plans, to oversee the annual process of evaluation of the performance of the Companys management, and to perform such other duties and responsibilities as enumerated in and consistent with its charter. The compensation committee may designate one or more subcommittees, each subcommittee to consist of at least two members of the compensation committee. Any such subcommittee, to the extent provided in the resolutions of the compensation committee and to the extent not limited by applicable law, shall have and may exercise all the powers and authority of the compensation committee. The compensation committee has authority to retain or obtain the advice of compensation consultants, legal counsel, experts and other advisors as the compensation committee may deem appropriate in its sole discretion. The compensation committee is directly responsible for the appointment, compensation and oversight of its consultants, legal counsel, experts and advisors and has sole authority to approve their fees and retention terms, and the Company will provide funding for such fees and related expenses. Our compensation committee has not retained the services of any compensation consultants. The compensation committee held a total of two meetings during the fiscal year ended December 31, 2023.
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The compensation committee operates under a formal charter adopted by the board of directors that governs its duties and conduct. A copy of the charter is attached as Appendix A to our proxy statement for our 2022 Annual Meeting of Stockholders, filed with the SEC on September 27, 2022 (the 2022 Proxy Statement) and can be obtained free of charge by contacting the Company by mail at the address appearing on the first page of our 2023 Annual Report on Form 10-K to the attention of Investor Relations, or by telephone at (212) 867-0700.
Nominating Committee. On January 18, 2022, the board of directors designated a nominating and corporate governance committee (the nominating committee). Our nominating committee is composed of Messrs. Tesler and Tulkoff, each of whom our board of directors has determined to qualify as an independent director under Section 5605(a)(2) of the rules of Nasdaq. Pursuant to its charter, the nominating committee shall be comprised of at least two (2) independent members of the board of directors who shall also satisfy such other criteria imposed on members of the nominating committee pursuant to the federal securities laws and the rules and regulations of the SEC and Nasdaq. The nominating committees duties are to assist the board of directors by identifying potential qualified nominees for director and recommend to the board of directors for nomination candidates for the board of directors, developing the Companys corporate governance guidelines and additional corporate governance policies, exercising such other powers and authority as are set forth in the charter of the nominating committee and exercising such other powers and authority as shall from time to time be assigned to such committee by resolution of the board of directors. The nominating committee held a total of two meetings during the fiscal year ended December 31, 2023.
The nominating committee operates under a formal charter adopted by the board of directors that governs its duties and conduct. A copy of the charter is attached as Appendix B to the 2022 Proxy Statement and can be obtained free of charge by contacting the Company by mail at the address appearing on the first page of our 2023 Annual Report on Form 10-K to the attention of Investor Relations, or by telephone at (212) 867-0700.
Director Nomination Policies
Our nominating and corporate governance committee considers all qualified candidates identified by members of the Board and by stockholders. The nominating and corporate governance committee follows the same process and uses the same criteria for evaluating candidates proposed by stockholders and members of the Board. We did not pay fees to any third party to assist in the process of identifying or evaluating director candidates during the year ended December 31, 2023.
Our nominating and corporate governance committee will review and evaluate qualifications of any bona fide shareholder proposed director nominees, and conduct any inquiries it deems appropriate. Pursuant to the Policy on Shareholder Recommendation of Candidates for Election as Directors (the Shareholder Recommendation Policy), the nominating and corporate governance committee will only consider recommendations of director nominees who represent the interests of all shareholders and not serve for the purpose of favoring or advancing the interests of any particular shareholder group or other constituency. The nominating and corporate governance committee will also consider the extent to which the shareholder making the nominating recommendation intends to maintain its ownership interest in the Company. A copy of the Shareholder Recommendation Policy is attached as an appendix to the nominating and corporate governance committees charter, a copy of which is attached as Appendix B to the 2022 Proxy Statement. The Shareholder Recommendation Policy may be revised or revoked by the Board or the nominating and corporate governance committee at any time.
Our nominating and corporate governance committee believes that members of our Board must possess certain basic personal and professional qualities in order to properly discharge their fiduciary duties to shareholders, provide effective oversight of the management of the Company and monitor the Companys adherence to principles of sound corporate governance. It is therefore the policy of the nominating and corporate governance committee that all persons nominated to serve as a director of the Company should possess the minimum qualifications described in the Nominating and Governance Committee Policy Regarding Qualifications of Directors (the Policy). A copy of the Policy is attached as an appendix to the nominating and corporate governance committees charter, a copy of which is attached as Appendix B to the 2022 Proxy Statement. The Policy contains only threshold criteria, however, and the nominating and corporate governance committee will also consider the contributions that a candidate can be expected to make to the collective functioning of the Board based upon the totality of the candidates credentials, experience and expertise, the composition of the Board at the time, and other relevant circumstances. The Policy may be modified by the nominating and corporate governance committee from time to time.
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Meetings and Attendance
During the fiscal year ended December 31, 2023, the board of directors held five meetings, and (i) six out of seven directors attended all board meetings held during the period for which they were directors (five), (ii) one out of seven directors attended four board meetings held during the period for which he was a director (five), and (iii) each director attended all committee meetings held during the period for which he was a committee member (eight). We do not have a policy requiring director attendance at stockholder meetings, but members of our board of directors are encouraged to attend. All of the directors attended the 2023 Annual Meeting of Stockholders held on November 9, 2023; one director attended in person and rest of the directors attended virtually.
Board Leadership Structure
The board of directors is committed to promoting effective, independent governance of the Company. The board of directors strongly believes it is in the best interests of the stockholders and the Company for the board of directors to have the flexibility to select the best director to serve as chairman at any given time, regardless of whether that director is an independent director or the chief executive officer. Consequently, we do not have a policy governing whether the roles of chairman of the board and chief executive officer should be separate or combined. This decision is made by our board of directors, based on the best interests of the Company considering the circumstances at the time.
Currently, the board of directors has determined that it is in the best interests of the stockholders and the Company for Nathan J. Mazurek to serve as our chairman as well as our chief executive officer and president.
The board of directors believes that this structure has been effective for the Company and continues to be best for the Company at this point in time for several reasons. The board of directors believes that as the Companys founder and as a significant equity holder, Mr. Mazurek is well qualified to serve as our chairman and chief executive officer and president, and his interests are sufficiently aligned with the stockholders he represents. Mr. Mazurek has extensive experience in the electrical equipment and components industry and a long tenure of executive leadership with us. The board of directors believes the Company has been well-served by this leadership structure and by Mr. Mazureks service. Mr. Mazurek is the person with primary responsibility for our day-to-day operations and the execution of our strategies. Since our performance is one of the most important topics at board meetings, it makes sense for Mr. Mazurek to chair such discussions. This allows him to highlight important issues without unnecessary procedural delay. It also allows him to provide the proper context and background, including access to members of management and Company and industry reports, for each issue considered by the board of directors. Mr. Mazurek adheres to an open door policy in his communications with board members and talks frequently with board members. Furthermore, board members are encouraged to freely communicate with any member of management at any time. The board believes it has been beneficial, in terms of its relationship with employees, stockholders, customers, business partners, lenders and other, to provide a single voice for the Company through Mr. Mazurek. Having one person serve as both our chairman and chief executive officer and president demonstrates for our employees, stockholders, customers, business partners, lenders and others that the Company is under strong leadership, with a single person setting the tone and having primary responsibility for managing our operations. Having a single leader for both the Company and the board of directors eliminates the potential for confusion or duplication of efforts, and provides clear leadership for our Company. Although not required, a number of our board seats are held by independent directors. Each such director is highly qualified, with extensive experience in the industry, in finance and in other relevant fields. In Mr. Mazurek, the board of directors has found an effective leader who is able to facilitate open and productive discussion, effectively utilize each individual directors unique perspective and expertise, lead the board of directors in innovative and creative problem solving and, by virtue of his personal ownership in the Company, to represent the interests of our stockholders as a whole.
The board of directors has not appointed a lead independent director. As described above, the board of directors currently believes that Mr. Mazurek is able to facilitate open and productive discussion and decision-making, and elicit input, including dissent, from independent directors. Furthermore, the board of directors believes that its independent directors have a strong voice and ample opportunity to meet and discuss Company matters outside the presence of Mr. Mazurek and the other employee directors without needing a formal leader to instigate such discussions or facilitate communication with Mr. Mazurek and other members of management.
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Role in Risk Oversight
The board of directors takes a practical role in overseeing management of the Companys risks through its review of risks associated with our operations and strategic initiatives and through the boards committees. Each committee is comprised solely of independent directors and has responsibility to review certain risks as defined in its governing charter. The audit committee reviews and discusses with management our major financial risks, including any risk assessment or risk management policies. The audit committee provides input regarding such risk on a quarterly basis in connection with its review and approval of our quarterly Form 10-Q and annual Form 10-K filings. The compensation committee reviews all compensation policies and practices for all employees to determine whether such policies and practices create risks that are reasonably likely to have a material adverse effect on the Corporation. The board of directors also reviews information concerning other risks, including cybersecurity, through updates from the members of our committees and from our employees at board meetings and via telephone calls scheduled on an as-needed basis.
Communications with the Board of Directors
We have no formal procedures to follow for stockholders to communicate with the board of directors. Any stockholder who wishes to communicate with our board of directors, any committee of our board of directors or any individual director, may do so by mailing or delivering a written communication to c/o Pioneer Power Solutions, Inc., 400 Kelby Street, 12th Floor, Fort Lee, New Jersey 07024, Attention: Secretary or by emailing us at info@pioneerpowersolutions.com. All appropriate communications received from stockholders at the designated address will be forwarded to the full board of directors, any committee thereof or individual director to whom the communication is addressed.
Certain Related Transactions and Relationships
Generally, we do not enter into related party transactions unless the members of the board who do not have an interest in the potential transaction have reviewed the transaction and determined that (i) we would not be able to obtain better terms by engaging in a transaction with a non-related party and (ii) the transaction is in our best interest. This policy applies generally to any transaction in which we are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the previous two completed fiscal years, and in which any related person had or will have a direct or indirect material interest. This policy is not currently in writing. In addition, our audit committee, which was established on March 24, 2011, is required to pre-approve any related party transactions pursuant to its charter.
In connection with the employment agreement entered into between the Company and Mr. Michalec, effective April 25, 2022, the Company granted Mr. Michalec an award of restricted stock units (RSUs) under the 2021 Pioneer Power Solutions, Inc. Long-Term Incentive Plan (as amended, the 2021 Plan) pursuant to that certain Restricted Stock Unit Award Agreement (the RSU Award) covering 375,000 shares of the Companys common stock, vesting in three equal installments on each of May 1st of 2022, 2023, and 2024. In connection with the vesting of the RSUs, we paid on Mr. Michalecs behalf an aggregate amount of $481,220 to satisfy his income and payroll tax obligations, to be reimbursed from payroll withholding, and the Company had been reimbursed $34,000 from payroll withholding as of September 20, 2023. On September 20, 2023, we and Mr. Michalec entered into a letter agreement pursuant to which Mr. Michalec agreed to surrender and cancel 72,719 shares of common stock issued to him upon settlement of his vested RSUs, in order to reimburse us for the remaining amount of the tax payment we made on his behalf. Upon the surrender and cancellation of the shares, we were fully reimbursed.
In addition, on September 20, 2023, Mr. Michalecs RSU Award was amended to provide that his future tax withholding obligations in connection with the RSU Award can be satisfied, among others, by us withholding the shares to be delivered upon conversion of the RSUs having an aggregate fair market value that equals the required tax withholding payment, in our sole discretion.
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On June 7, 2024, Mr. Michalec surrendered 57,541 shares of common stock issued to him upon settlement of his vested RSUs to satisfy tax withholding obligations. The shares were cancelled and retired by the Company.
On May 16, 2023, the Company granted Mr. Mazurek an award of RSUs under the 2021 Plan covering 100,000 shares of the Companys common stock. In connection with the vesting of the RSUs, we paid on Mr. Mazureks behalf an aggregate amount of $272,829 to satisfy his income and payroll tax obligations, to be reimbursed from payroll withholding, which had not yet occurred. On September 20, 2023, we and Mr. Mazurek entered into a letter agreement pursuant to which Mr. Mazurek agreed to surrender and cancel 44,363 shares of common stock issued to him upon settlement of his vested RSUs, in order to reimburse us for the tax payment we made on his behalf. Upon the surrender and cancellation of the shares, we were fully reimbursed.
On July 31, 2015, Pacific Power Systems Integration Inc., a California corporation (Pacific), and Pioneer Custom Electrical Products Corp., a Delaware corporation (PCEP) and a wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement for the purchase and sale of substantially all of the assets of Pacific (the Transaction). In connection with the Transaction, Kytchener Whyte, a current director and a director nominee for reelection, entered into a consulting agreement with PCEP as the sole stockholder and president of Pacific, pursuant to which he agreed to provide service and consultation with respect to the business and operations of PCEP and its affiliates, as may be requested from time to time by PCEP (the Whyte Consulting Agreement). Mr. Whyte has remained a consultant of PCEP since July 31, 2015. The initial term ended on July 31, 2017, and which has been renewed annually thereafter. In consideration for the consulting services Mr. Whyte performs as a consultant of PCEP, he originally received a monthly consulting fee of $16,667, as well as a 4% commission payment for product sales generated by new customer accounts solicited by him, through his solely owned personal business Blue Mountain Industries, Inc. Effective January 1, 2023, Mr. Whytes monthly consulting fee was reduced to $5,000 with a 2% commission payment. Pursuant to the Whyte Consulting Agreement, for the fiscal years ended December 31, 2023, and December 31, 2022, the Company paid Blue Mountain Industries, Inc. an aggregate amount of $271,745 and $397,323, respectively. During the fiscal year ended December 31, 2023, Blue Mountain Industries, Inc. received an additional $12,000 for board of directors meeting fees. During the current fiscal year ending December 31, 2024, as of October 17, 2024, Blue Mountain Industries, Inc. has received an aggregate amount of $90,922 in connection with Mr. Whytes consulting services and an additional $6,000 for board of directors meeting fees.
On January 1, 2024, TDK Holdings, Ltd., a Wisconsin corporation (TDK), and the Company entered into a consulting agreement (the TDK Consulting Agreement). In connection with the TDK Consulting Agreement, Thomas Klink, a current director and director nominee for reelection, entered into the TDK Consulting Agreement with the Company as the president of TDK, pursuant to which he agreed to provide service and consultation with respect to the business and operations of the Company and its affiliates, as may be requested from time to time by the Company. In consideration for the consulting services Mr. Klink performs as a consultant of the Company, he receives an hourly fee of $250 per hour. During the current fiscal year ending December 31, 2024, as of October 17, 2024, TDK has received an aggregate amount of $100,593 in connection with Mr. Klinks consulting services.
The audit committee has reviewed and discussed the Companys audited financial statements and related footnotes for the fiscal year ended December 31, 2023, and Marcum LLPs report on those financial statements, with management and with Marcum LLP, our independent registered public accounting firm. The audit committee has also discussed with Marcum LLP the matters required to be discussed by the statement on Auditing Standards No. 16, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The audit committee has also received the written disclosures and the letter from Marcum LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Marcum LLPs communications with the audit committee concerning independence, and has discussed with Marcum LLP that firms independence.
Based on the review and the discussions referred to in the preceding paragraph, the audit committee recommended to the board of directors that the Companys audited financial statements be included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2023, that was filed with the SEC.
| The Audit Committee: | |
| Ian Ross (Chairman) | |
| Yossi Cohn | |
| Jonathan Tulkoff |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial ownership of our common stock as of October 15, 2024, by:
| ● | each person known by us to beneficially own more than 5.0% of our common stock; | |
| ● | each of our directors; | |
| ● | each of the named executive officers; and | |
| ● | all of our directors and executive officers as a group. |
The percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security. Except as indicated in the footnotes to this table, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned and each persons address, unless otherwise specified in the notes below, is c/o Pioneer Power Solutions, Inc., 400 Kelby Street, 12th Floor, Fort Lee, New Jersey 07024. As of October 15, 2024, we had 10,917,038 shares outstanding.
