PSIX

Business Context and Reporting Period

This Form 8-K was filed by Power Solutions International, Inc. on July 13, 2017. The report details corporate governance changes, specifically the appointment of new directors to the Board of Directors and the Audit Committee.

Key Financial Metrics

The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel appointments and associated compensation arrangements.

Material Changes

The primary material change reported is the appointment of Leslie A. Coolidge and Frank P. Simpkins as directors and members of the Audit Committee. These appointments filled the remaining vacancies on the Audit Committee, following the prior appointment of Jason Lin. Both appointees qualify as "audit committee financial experts" under SEC regulations.

Management Commentary and Compensation

• Leslie A. Coolidge: Appointed as a director, Audit Committee member, and Chair of the Audit Committee. She brings over 35 years of public company financial expertise, including a tenure as a partner at KPMG LLP.
• Frank P. Simpkins: Appointed as a director and Audit Committee member. He has over 25 years of executive management experience, including roles as CFO at Emerson Network Power and Kennametal Inc.
• Compensation Structure:
  • Annual restricted stock award of 5,000 shares per director, vesting 50% annually over two years.
  • Annual retainer fee of $50,000 per director.
  • Meeting fee of $1,000 per board meeting.
  • Additional annual fee of $25,000 for Ms. Coolidge as Audit Committee Chair.

Investor Verification Checklist

• Verify the vesting schedule and terms of the restricted stock awards for the new directors.
• Confirm the total annual cash compensation impact on the company's expense structure.
• Review the full press release (Exhibit 99.1) for additional context on the strategic rationale for these appointments.
• Check subsequent filings for any further changes to the Board composition or Audit Committee structure.