Power Solutions International (PSIX) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on July 24, 2025, with shareholders voting on four key proposals, including director elections, auditor ratification, executive compensation, and an amendment to the incentive plan.

• The Board and management emphasize ongoing execution of business objectives and actions to position for future growth and positive financial results.

• Shareholders of record as of May 30, 2025, are eligible to vote, with multiple voting methods available, including online, phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of seven directors, (2) ratification of BDO USA, P.C. as auditor for 2025, (3) advisory approval of executive compensation, and (4) extension of the 2012 Incentive Compensation Plan expiration date.

• The Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by February 13, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board consists of seven nominees, with a mix of independent and Weichai-designated directors; Weichai holds majority control.

• The Board is led by a non-executive Chairman, with separate CEO and Chairman roles.

• Four standing committees: Audit, Compensation, Nominating, and Strategic, each with defined responsibilities.

• The company qualifies as a “controlled company” under Nasdaq rules, allowing certain governance exemptions.

• Directors receive annual cash retainers, restricted stock, and meeting fees; some Weichai designees do not receive compensation.