POWER SOLUTIONS INTERNATIONAL, INC.
For the period ended Jul 23, 2026. Filed Jun 9, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 23, 2026 · Filed Jun 9, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive proxy statement |
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| ☐ | Definitive additional materials |
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| ☐ | Soliciting material pursuant to Rule 14a-12 |
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POWER SOLUTIONS INTERNATIONAL, INC.
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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June 9, 2026
Dear Fellow Stockholders:
On behalf of the Board of Directors and management of Power Solutions International, Inc. (the “Company”), we cordially invite you to attend the 2026 Annual Meeting of Stockholders of the Company on Thursday, July 23, 2026, at 8:00 a.m. (Central Time) (the “Annual Meeting”). To facilitate broad stockholder attendance and provide a consistent experience to all stockholders, regardless of location, the Annual Meeting will be held virtually. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/PSIX2026 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials (the “Notice”), on your proxy card or on any additional voting instructions accompanying these proxy materials. You will not be able to attend the Annual Meeting in person.
The proxy statement relates to the Company’s 2025 performance and compensation. Details about the business to be conducted at the Annual Meeting and other information can be found in the attached proxy statement. As a stockholder of record, you will be asked to vote on four proposals.
Whether or not you plan to virtually attend the Annual Meeting, your vote is important. After reading the attached notice, please submit your proxy or voting instructions promptly. We encourage you to vote your shares prior to the Annual Meeting.
On behalf of the Board and the management team, thank you for your continued support and interest in Power Solutions International, Inc.
Sincerely,
/s/ Jiwen Zhang
Jiwen Zhang
Chairman of the Board of Directors
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on July 23, 2026
To the Stockholders of Power Solutions International, Inc.:
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Power Solutions International, Inc., a Delaware corporation (the “Company,” “PSI,” “we,” “our” or “us”) will be held on Thursday, July 23, 2026, at 8:00 a.m. (Central Time). To facilitate broad stockholder attendance and participation and to provide a consistent experience to all stockholders, regardless of location, the Annual Meeting will be held virtually. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting http://www.virtualshareholdermeeting.com/PSIX2026 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials (the “Notice”) and proxy statement, on your proxy card, or any additional voting instructions accompanying these proxy materials.
The Annual Meeting will be held for the following purposes:
| 1. | To elect the seven nominees named in this proxy statement to the Board to serve until the 2027 annual meeting of stockholders or until their respective successors are elected or appointed; |
| 2. | To ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| 3. | To approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers; |
| 4. | To recommend, in a stockholder non-binding advisory vote, whether future advisory votes on the compensation of the Company’s named executive officers should occur every one, two or three years; and |
| 5. | To transact any other business that properly comes before the Annual Meeting and any adjournment or postponement thereof. |
These items of business, including the nominees for director, are more fully described in the proxy statement (the “proxy statement”) accompanying this notice.
The Board of Directors (the “Board”) has fixed the close of business on May 26, 2026, as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. Stockholders who hold shares in street name may vote through their brokers, banks or other nominees.
On or about June 9, 2026, the Company will mail to its stockholders the Notice containing instructions on how to access the proxy materials and vote on the matters described above.
Regardless of the number of shares you own and whether you plan to virtually attend the Annual Meeting, please vote. All stockholders of record can vote (i) over the Internet by accessing the Internet website specified on the related proxy card or voting instruction form and following the instructions provided to you, (ii) by calling the toll-free telephone number specified on the related proxy card or voting instruction form and following the instructions when prompted, (iii) by written proxy by signing and dating the related proxy card or voting instruction form and returning it, or (iv) by attending the Annual Meeting virtually over the Internet, as described in the materials made available with this notice. If you submit your proxy and then decide to virtually attend the Annual Meeting to vote your shares electronically, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.
By Order of the Board of Directors,
/s/ Jiwen Zhang
Jiwen Zhang
Chairman of the Board of Directors
June 9, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 23, 2026 This Notice of Annual Meeting, Proxy Statement and the Company’s 2025 Annual Report on Form 10-K are available at www.proxyvote.com. You will need your assigned control number to vote your shares. Your control number can be found on your proxy card.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.