0001193125-14-079843.txt : 20140303 0001193125-14-079843.hdr.sgml : 20140303 20140303143652 ACCESSION NUMBER: 0001193125-14-079843 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140226 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140303 DATE AS OF CHANGE: 20140303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWELL INDUSTRIES INC CENTRAL INDEX KEY: 0000080420 STANDARD INDUSTRIAL CLASSIFICATION: SWITCHGEAR & SWITCHBOARD APPARATUS [3613] IRS NUMBER: 880106100 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12488 FILM NUMBER: 14659833 BUSINESS ADDRESS: STREET 1: 8550 MOSLEY DR STREET 2: POST OFFICE BOX 12818 CITY: HOUSTON STATE: TX ZIP: 77075 BUSINESS PHONE: 7139446900 MAIL ADDRESS: STREET 1: 8550 MOSLEY DRIVE P O BOX 12818 STREET 2: 8550 MOSLEY DRIVE P O BOX 12818 CITY: HOUSTON STATE: TX ZIP: 77075 FORMER COMPANY: FORMER CONFORMED NAME: PROCESS SYSTEMS INC DATE OF NAME CHANGE: 19780926 8-K 1 d687139d8k.htm 8-K 8-K

 

 

UNITED STATES

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

DATE OF REPORT (Date of earliest event reported): February 26, 2014

 

 

POWELL INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-12488   88-0106100

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

 

8550 Mosley Drive

Houston, Texas

   77075-1180
(Address of Principal Executive Offices)   (Zip Code)

(713) 944-6900

(Registrant’s Telephone Number, Including Area Code)

N/A

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Action (17CFR240.14D-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the annual meeting of stockholders of Powell Industries, Inc. (the “Company”) held on February 26, 2014 (the “Annual Meeting”), the Company’s stockholders approved the Company’s 2014 Equity Incentive Plan (the “2014 Plan”). A description of the 2014 Plan is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 8, 2014 (the “2014 Proxy Statement”) under the heading “Proposal No. 2-Approval of the 2014 Equity Incentive Plan,” which such description is incorporated herein by reference. This summary is qualified in its entirety by the full text of the 2014 Plan set forth in Appendix A to the 2014 Proxy Statement which is also incorporated by reference herein.

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

At the Annual Meeting, the Company’s stockholders: (i) re-elected Eugene L. Butler, Christopher E. Cragg and Bonnie V. Hancock as directors of the Company with terms ending in 2017; (ii) approved the 2014 Plan; (iii) approved the Powell Industries, Inc. 2014 Non-Employee Director Equity Incentive Plan (the “Director Plan”), a description of which is set forth in the 2014 Proxy Statement under the heading “Proposal No. 3-Approval of the 2014 Non-Employee Director Equity Incentive Plan,” which such description is incorporated herein by reference and qualified in its entirety by the full text of the Director Plan set forth in Appendix B to the 2014 Proxy Statement which is also incorporated by reference herein; and (iv) approved, on an advisory basis, 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 2014 Proxy Statement. The other directors continuing in office are Joseph L. Becherer, Michael A. Lucas, Thomas W. Powell, Scott E. Rozzell, Robert C. Tranchon and John D. White.

The following describes the results of the voting at the Annual Meeting:

Proposal No. 1: Election of directors

 

Nominee

    Votes Cast For      Votes Cast Against      Votes Withheld      Abstentions      Non-Votes  

Eugene L. Butler

      9,609,329         —           1,260,103         —           —     

Christopher E. Cragg

      10,566,843         —           302,589         —           —     

Bonnie V. Hancock

      10,549,602         —           319,830         —           —     

Proposal No. 2: Approval of 2014 Equity Incentive Plan

 

FOR

   10,534,176   AGAINST   331,987   ABSTAIN   3,267

Proposal No. 3: Approval of 2014 Non-Employee Director Equity Incentive Plan

 

FOR

   10,581,215   AGAINST   220,072   ABSTAIN   68,145

Proposal No. 4: “Say-on-Pay” advisory vote

 

FOR

   10,794,367   AGAINST   49,992   ABSTAIN   25,071

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  POWELL INDUSTRIES, INC.

Date: March 3, 2014

    
  By:   /s/ Don R. Madison
    Don R. Madison
    Executive Vice President
   

Chief Financial and Administrative Officer

(Principal Financial Officer)

 

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