Item 1.01. Entry into a Material Definitive Agreement.

Power Solutions International, Inc. (the "Company" or "PSI") has entered into an additional shareholder's loan agreement with its majority stockholder, Weichai America Corp. ("Weichai"), dated as of July 14, 2021 (the "Shareholder's Loan Agreement"). The Shareholder's Loan Agreement, which matures on May 20, 2022, provides the Company with access to up to $25 million of credit at the discretion of Weichai to supplement the Company's working capital. The Shareholder's Loan Agreement is subordinated in all respects to the Company's existing $130 million uncommitted senior secured revolving credit facility with Standard Chartered Bank.

Borrowings under the Shareholder's Loan Agreement will incur interest at the applicable London Interbank Offer Rate ("LIBOR"), plus 4.5% per annum. Pursuant to the Shareholder's Loan Agreement, the Company is restricted from using any loan proceeds to pay any legal expenses where the invoice or budget from a vendor exceeds $500,000 in the aggregate without Weichai's prior consent. As of July 15, 2021, PSI has borrowed $15 million under the Shareholder's Loan Agreement.

The foregoing description of the Shareholder's Loan Agreement is qualified in its entirety by the full text of the Shareholder's Loan Agreement, which is attached hereto as Exhibits 10.1 and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On July 15, 2021, the Company held its 2021 Annual Meeting of Stockholders. All matters submitted for approval by the Company's stockholders, as described in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 1, 2021 (the "Proxy Statement"), were approved. The number of shares of common stock entitled to vote at the Company's 2021 Annual Meeting of Stockholders was 22,892,413, representing the number of shares outstanding as of May 17, 2021, the record date for the annual meeting.

Proposal No. 1: Election of Directors

The following nominees were elected to the Board for a one-year term expiring at the Company's 2022 Annual Meeting, as follows:





                                                                            BROKER
                                  FOR           AGAINST      ABSTAIN       NON-VOTES
         Shaojun Sun, Ph.D.     13,889,858        23,353       12,179       2,571,821

         Hong He                13,879,398        33,813       12,179       2,571,821

         Kenneth W. Landini     13,037,167       875,044       13,179       2,571,821

         Xinghao Li             13,867,445        33,569       24,376       2,571,821

         Sidong Shao            13,867,441        33,543       24,406       2,571,821

         Frank P. Simpkins      13,043,845       868,396       13,149       2,571,821

         Guogang Wu             13,867,045        33,939       24,406       2,571,821

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Proposal No. 2: Ratification of Appointment of BDO USA, LLP to Serve as the Company's Independent Registered Public Accounting Firm for the Company for the Fiscal Year Ending December 31, 2021

The ratification of BDO USA, LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021, was approved as follows:





                          FOR          AGAINST      ABSTAIN
                          16,487,728      4,223        5,260

Proposal No. 3: Approval, on an Advisory, Non-binding Basis, the Compensation of the Company's Named Executive Officers

The Company's named executive officer compensation was approved on an advisory, non-binding basis, as follows:





                                                             BROKER
                    FOR          AGAINST      ABSTAIN       NON-VOTES
                    13,866,339     42,350       16,701       2,571,821

Item 7.01 Regulation FD Disclosure.

On July 20, 2021, the Company plans to issue a press release announcing the additional Shareholder Loan Agreement, which is attached as Exhibit 99.1 hereto.

The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933 (the "Securities Act") or the Exchange Act, except as shall be expressly set forth by reference in such a filing.

Caution Regarding Forward-Looking Statements

This Form 8-K contains forward-looking statements regarding the current expectations of the Company about its prospects and opportunities. These forward-looking statements are entitled to the safe-harbor provisions of Section 21E of the Exchange Act. The Company has tried to identify these forward-looking statements by using words such as "anticipate," "believe," "budgeted," "contemplate," "estimate," "expect," "forecast," "guidance," "may," "outlook," "plan," "projection," "should," "target," "will," "would," or similar expressions, but these words are not the exclusive means for identifying such statements. These statements are subject to a number of risks, uncertainties, and assumptions that may cause actual results, performance or achievements to be materially different from those expressed in, or implied by, such statements. The Company cautions that the risks, uncertainties and other factors that could cause its actual results to differ materially from those expressed in, or implied by, the forward-looking statements, include, without limitation: the impact of the ongoing COVID-19 pandemic could have on the Company's business and financial results; the Company's ability to continue as a going concern; the Company's ability to raise additional capital when needed and its liquidity; uncertainties around the Company's ability to meet funding conditions under its financing arrangements and access to capital thereunder; the potential acceleration of the maturity at any time of the loans under the Company's uncommitted senior secured revolving credit facility through the exercise by Standard Chartered Bank of its demand right; the timing of completion of steps to address, and the inability to address and remedy, material weaknesses; the identification of additional material weaknesses or significant deficiencies; risks related to complying with the terms and conditions of the settlements with the Securities and Exchange Commission (the "SEC") and the United States Attorney's Office for the Northern District of Illinois (the "USAO"); variances in non-recurring expenses; risks relating to the substantial costs and diversion of personnel's attention and resources deployed to address the internal control matters; the Company's obligations to indemnify past and present directors and officers and certain current and former employees with respect to the investigations conducted by the SEC and the criminal division of the USAO, which will be funded by the Company with its existing cash resources due to the exhaustion of its historical primary directors' and officers' insurance

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coverage; the ability of the Company to accurately forecast sales, and the extent to which sales result in recorded revenues; changes in customer demand for the Company's products; volatility in oil and gas prices; the impact of U.S. tariffs on imports from China on the Company's supply chain; the impact of increasing warranty costs and the Company's ability to mitigate such costs; any delays and challenges in recruiting and retaining key employees consistent with the Company's plans; any negative impacts from delisting of the Company's common stock par value $0.001 from the NASDAQ Stock Market and any delays and challenges in obtaining a re-listing on a stock exchange; and the risks and uncertainties described in reports filed by the Company with the SEC, including without limitation its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and the Company's subsequent filings with the SEC. The Company's forward-looking statements are presented as of the date hereof. Except as required by law, the Company expressly disclaims any intention or obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits




Exhibit No.       Description

10.1                Shareholder's Loan Agreement, dated as of July 14, 2021,
                  between the Company and Weichai America Corp.

99.1                Press Release, dated July 20, 2021, announcing the additional
                  $25 million shareholder loan agreement between the Company and
                  Weichai America Corp.

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