UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): February 23, 2011
POWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
001-12488 (Commission File Number) |
88-0106100 (I.R.S. Employer Identification Number) |
| 8550 Mosley Drive Houston, Texas (Address of Principal Executive Offices) |
77075-1180 (Zip Code) |
(713) 944-6900
(Registrant’s Telephone Number, Including Area Code)
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Action (17CFR240.14D-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c)) |
| Item 5.07 | — Submission of Matters to a Vote of Security Holders. |
As reported in the Powell Industries, Inc. (the “Company”) Quarterly Report on Form 10-Q for the
quarter ended March 31, 2011, at the annual meeting of stockholders of the Company held on February
23, 2011, Eugene L. Butler, Christopher E. Cragg and Bonnie V. Hancock were re-elected as directors
of the Company with terms ending in 2014. The other directors continuing in office after the
meeting are Joseph L. Becherer, James F. Clark, Patrick L. McDonald, Thomas W. Powell, Stephen W.
Seale, Jr. and Robert C. Tranchon. As to each nominee for director, the number of votes cast for,
against or withheld, as well as the number of abstentions and broker non-votes, were as follows:
Proposal No. 1: Election of directors
| Nominee | Votes Cast For | Votes Cast Against | Votes Withheld | Abstentions | Non-Votes | |||||||||||||||
Eugene L. Butler |
8,513,266 | — | 1,061,828 | — | — | |||||||||||||||
Christopher E. Cragg |
9,184,252 | — | 390,842 | — | — | |||||||||||||||
Bonnie V. Hancock |
9,325,901 | — | 249,193 | — | — | |||||||||||||||
In addition at this annual meeting, the stockholders approved the Company’s “say-on-pay” proposal
relating to the compensation paid to the Company’s executives and the related compensation
discussion and analysis contained in the Company’s proxy statement relating to such annual meeting
as follows:
Proposal No. 2: “Say-on-Pay” advisory vote
FOR 9,372,480
|
AGAINST 139,015 | ABSTAIN 24,221 |
Finally, the stockholders approved that the frequency of future “say-on-pay” proposals would be
every year as follows:
Proposal No. 3: Frequency of future “Say-On-Pay” advisory votes
| ONE YEAR 4,633,432 | TWO YEARS 105,946 | THREE YEARS 4,175,224 | ABSTAIN 6,946 |
In accordance with the stockholders’ recommendation, the Company has determined that a non-binding,
advisory vote on executive officers’ compensation will be conducted annually, until the next
stockholder non-binding, advisory vote on the frequency for stockholders’ non-binding, advisory
vote on executive officers’ compensation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
| POWELL INDUSTRIES, INC. |
||||
| Date: July 22, 2011 | By: | /s/Don R. Madison | ||
| Don R. Madison | ||||
| Executive Vice President Chief Financial and Administrative Officer (Principal Accounting and Financial Officer) | ||||
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