POWL Powell Industries Inc - 8-K

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.