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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 18, 2026
POWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware | | 001-12488 | | 88-0106100 |
(State or other jurisdiction of
incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification Number) |
| | | | | | | | | | | | | | |
| 8550 Mosley Road | 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | POWL | | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of Powell Industries, Inc. (the “Company”) held on February 18, 2026 (the “Annual Meeting”), the Company’s stockholders: (i) re-elected Alaina K. Brooks and Katheryn B. Curtis as directors of the Company, each with a term scheduled to expire in fiscal year 2029 or until their successors are duly elected and qualified; and (ii) approved, on an advisory basis, the Company’s “say-on-pay” proposal relating to the compensation paid to the Company’s named executive officers, as disclosed in the compensation discussion and analysis, the compensation tables and any related material contained in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed by the Company with the Securities and Exchange Commission on January 6, 2026 (the “Proxy Statement”).
The following describes the results of the voting at the Annual Meeting, the proposals for which are described in more detail in the Proxy Statement:
Proposal No. 1: Election of directors
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| Nominee | | For | | Withheld | | Broker Non-Votes |
| Alaina K. Brooks | | 8,671,860 | | 527,367 | | — |
| Katheryn B. Curtis | | 8,529,636 | | 669,591 | | — |
Proposal No. 2: “Say-on-Pay” advisory vote
| | | | | | | | | | | | | | | | | | | | |
For | | Against | | Abstentions | | Broker Non-Votes |
| 9,051,989 | | 121,383 | | 25,855 | | — |
Item 8.01. Other Events.
On February 18, 2026, the Board of Directors (the “Board”) of the Company, upon recommendation of the Nominating and Governance Committee of the Board, appointed Mark W. Smith to serve as the chair of the Audit Committee of the Board, following the end of Christopher E. Cragg’s term.
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 hereunto duly authorized.
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| POWELL INDUSTRIES, INC. |
| | |
| Date: February 18, 2026 | | | |
| By: | | /s/ Michael W. Metcalf |
| | | Michael W. Metcalf |
| | | Executive Vice President |
| | | Chief Financial and Principal Accounting Officer |
| | | (Principal Financial and Principal Accounting Officer) |
