Powell Industries Files 2025 Proxy Statement

TL;DR

Powell Industries (POWL) filed its 2025 proxy statement, shareholders vote soon.

AI Summary

Powell Industries, Inc. filed a definitive proxy statement (DEF 14A) on January 6, 2025, for the fiscal year ending September 30, 2025. The filing pertains to the company's annual meeting and related corporate governance matters. The company is based in Houston, Texas, and operates in the switchgear & switchboard apparatus industry.

Why It Matters

This filing provides shareholders with essential information regarding voting matters, executive compensation, and director nominations, enabling informed participation in the company's governance.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) and does not contain new material events or financial disclosures that would inherently increase risk.

Key Numbers

• 20250106 — Filing Date (The date the definitive proxy statement was filed with the SEC.)
• 0930 — Fiscal Year End (The end date of Powell Industries' fiscal year.)

Key Players & Entities

• POWELL INDUSTRIES INC (company) — Registrant
• PROCESS SYSTEMS INC (company) — Former Company Name
• 0001140361-25-000275 (filing_id) — Accession Number

FAQ

Filing Documents

• ny20036454x2_def14a.htm (DEF 14A) — 1135KB
• ny20036454x2_pc02.jpg (GRAPHIC) — 515KB
• ny20036454x2_pvp01.jpg (GRAPHIC) — 95KB
• ny20036454x2_pvp02.jpg (GRAPHIC) — 94KB
• ny20036454x2_pvp03.jpg (GRAPHIC) — 92KB
• ny20036454x2_pc01.jpg (GRAPHIC) — 665KB
• 0001140361-25-000275.txt ( ) — 5660KB
• powl-20250219.xsd (EX-101.SCH) — 3KB
• powl-20250219_def.xml (EX-101.DEF) — 2KB
• ny20036454x2_def14a_htm.xml (XML) — 228KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 23 EXECUTIVE OFFICERS 25

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 26 COMPENSATION DISCUSSION AND ANALYSIS 26 COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT 39

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 40 PAY VERSUS PERFORMANCE 50 COMPENSATION AND HUMAN CAPITAL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. 54 AUDIT COMMITTEE REPORT 55 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 56 DELINQUENT SECTION 16(A) REPORTS 57 OTHER MATTERS 57 ANNUAL REPORT 57 STOCKHOLDER PROPOSALS 58 APPENDIX A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY A-1 TABLE OF CONTENTS POWELL INDUSTRIES, INC. 8550 Mosley Road Houston, Texas 77075 PROXY STATEMENT January 6, 2025 Annual Meeting of Stockholders February 19, 2025 SOLICITATION AND VOTING RIGHTS The accompanying proxy is solicited by the Board of Directors (the "Board") of Powell Industries, Inc., a Delaware corporation (the "Company" or "Powell"), for use at the Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held online via webcast at www.virtualshareholdermeeting.com/POWL2025 on Wednesday, February 19, 2025, at 11:00 a.m., Houston time, or at any adjournment thereof. This Proxy Statement, proxy card and the accompanying Notice of Annual Meeting and Annual Report for the fiscal year ended September 30, 2024 (the "Annual Report"), including consolidated financial statements, will be mailed to stockholders on or about January 6, 2025. The Board has fixed January 2, 2025, as the record date for determination of stockholders entitled to receive notice of and to vote at the Annual Meeting. As of January 2, 2025, there were 12,058,848 shares of the Company's common stock, par value $.01 per share ("Common Stock"), issued and outstanding. Each holder of outstanding Common Stock will be entitled to one vote for each share held thereby on each matter submitted to a vote at the meeting. The Annual Meeting will be a virtual meeting, conducted exclusively via audio webcast at www.virtualshareholdermeeting.com/POWL2025, where you will be able to listen to the meeting, submit questions, and vote online. There will not

View Full Filing

View this DEF 14A filing on SEC EDGAR