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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 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)
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:
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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