Power Solutions International (PSIX) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on July 23, 2026, with shareholders able to vote electronically and submit questions online.

• Shareholders will vote on four main proposals: election of directors, ratification of the auditor, advisory approval of executive compensation, and the frequency of future say-on-pay votes.

• The proxy statement covers 2025 performance and compensation, and includes detailed information on board nominees, executive officers, and governance practices.

Voting matters and shareholder proposals

• Seven director nominees are up for election to serve until the 2027 annual meeting.

• Shareholders will vote to ratify BDO USA, P.C. as the independent auditor for 2026.

• Advisory votes will be held on executive compensation and on whether future say-on-pay votes should occur every one, two, or three years; the board recommends annual votes.

• The board unanimously recommends voting for all director nominees, auditor ratification, executive compensation approval, and a one-year frequency for say-on-pay.

Board of directors and corporate governance

• The board is classified as a "controlled company" under Nasdaq rules due to Weichai's voting power exceeding 50%.

• Three directors are independent; four are Weichai designees and not independent.

• 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 has a Code of Business Conduct and Ethics, insider trading policy, and a clawback policy for incentive compensation.