UNITED STATES
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CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective March 29, 2023 (the “Effective Date”), Fabrizio Mozzi resigned from the Board of Directors (the “Board”) of Power Solutions International, Inc. (the “Company” or “PSI”). Mr. Mozzi served as Chairman of the Board and was also a member of the Nominating and Corporate Governance Committee. Also on the Effective Date, Shaojun Sun resigned as Vice Chairman of the Board but will continue to serve as a member of the Board. Mr. Mozzi’s resignation is not based upon any disagreement with the Company on any matter relating to the respective operations, policies, or practices of the Company.
Further, on the Effective Date, the Board appointed Jiwen Zhang to the Board and to serve as Chairman of the Board. Mr. Jiwen Zhang will serve on the Board as designee of Weichai America Corp., PSI’s majority stockholder. Finally, on the Effective Date, Gengsheng Zhang was appointed as a member of the Nominating and Corporate Governance Committee to fill the vacancy as a result of Mr. Mozzi’s resignation.
Mr. Jiwen Zhang will serve until the Company’s 2023 annual meeting of stockholders or until his successor is duly elected and qualified.
Mr. Jiwen Zhang, age 52, has served as Chairman and CEO of Weichai America Corp., which focuses on researching, developing and manufacturing a full line of off-road natural gas engines and engine components, since February 2023. Weichai America is a wholly owned subsidiary of Weichai Power Co., Ltd., a publicly traded company on the Hong Kong Stock Exchange and the Shenzhen Stock Exchange. Mr. Jiwen Zhang has over twenty years of experience in the engine industry. From January 2013 to December 2022, Mr. Jiwen Zhang served as President of Kohler Power Systems, a multinational company located in Wisconsin, which specialized in diesel and gaseous generators, responsible for oversight of the global business operations. Prior to this, Mr. Jiwen Zhang served as Managing Director Commercial of Fiat Powertrain APAC from September 2010 to December 2012, Vice President of Volvo Penta Region Asia from May 2002 to August 2010, and Customer Service General Manager of a Caterpillar distributor Lei Shing Hong machinery from September 1994 to April 2002.
Mr. Jiwen Zhang earned his EMBA from University of Texas at Arlington and bachelor’s degree of Mechanical & Electrical Engineering from University of Science and Technology of China.
In connection with his appointment to the Board, Mr. Jiwen Zhang will be compensated with an annual retainer fee of $75,000 (which includes $25,000 for serving as Chairman of the Board) and $1,500 for each Board meeting and each committee meeting he attends. Furthermore, there are no family relationships between Mr. Jiwen Zhang and any other director or executive officer of the Company and there are no transactions between Mr. Jiwen Zhang and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Power Solutions International, Inc. | ||||||
| Dated: March 30, 2023 | By: | /s/ Xun Li | ||||
| Name: Xun Li | ||||||
| Title: Chief Financial Officer | ||||||