Powell Industries (POWL) investors approve pay plan, re-elect directors and name new Audit chair

Rhea-AI Filing Summary

Powell Industries, Inc. held its annual stockholder meeting on February 18, 2026. Stockholders re-elected Alaina K. Brooks and Katheryn B. Curtis as directors, with 8,671,860 and 8,529,636 votes cast in favor, respectively, and no broker non-votes reported.

Stockholders also approved, on an advisory basis, the Company’s say-on-pay proposal on executive compensation, with 9,051,989 votes for, 121,383 against, and 25,855 abstentions. Following the meeting, the Board appointed Mark W. Smith as chair of the Audit Committee, succeeding Christopher E. Cragg at the end of his term.

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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)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ 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))

☐ 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:

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

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.

			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)

FAQ

What did Powell Industries (POWL) stockholders approve at the 2026 annual meeting?

Stockholders re-elected two directors and approved the advisory say-on-pay proposal. Alaina K. Brooks and Katheryn B. Curtis were re-elected, and the executive compensation program received strong support based on votes cast at the February 18, 2026 annual meeting.

How did Powell Industries (POWL) vote turn out for director elections?

Alaina K. Brooks received 8,671,860 votes for and 527,367 withheld. Katheryn B. Curtis received 8,529,636 votes for and 669,591 withheld. No broker non-votes were reported for either director election at the 2026 annual meeting.

What were the results of Powell Industries (POWL) 2026 say-on-pay vote?

Stockholders approved the advisory say-on-pay proposal with 9,051,989 votes for, 121,383 against, and 25,855 abstentions. This vote related to compensation of named executive officers as described in the company’s January 6, 2026 definitive proxy statement.

Which directors of Powell Industries (POWL) were re-elected and what are their terms?

Stockholders re-elected Alaina K. Brooks and Katheryn B. Curtis as directors. Each has a term scheduled to expire in fiscal year 2029, or until a successor is duly elected and qualified, according to the 2026 annual meeting results.

What change was made to Powell Industries (POWL) Audit Committee leadership?

The Board appointed Mark W. Smith as chair of the Audit Committee effective February 18, 2026. He succeeds Christopher E. Cragg following the end of Cragg’s term, based on the Board’s decision upon recommendation of its Nominating and Governance Committee.

Where can investors find details on Powell Industries (POWL) executive compensation voted on in 2026?

Details on executive compensation are in Powell Industries’ Definitive Proxy Statement on Schedule 14A filed January 6, 2026. The say-on-pay proposal approved at the annual meeting references the compensation discussion, tables, and related material in that proxy statement.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB