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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): September 14, 2011
POWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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001-12488
(Commission File Number)
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88-0106100
(I.R.S. Employer
Identification Number) |
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8550 Mosley Drive
Houston, Texas
(Address of Principal
Executive Offices)
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77075-1180
(Zip Code) |
(713) 944-6900
(Registrants 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 (17CFR230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Action (17CFR240.14D-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))
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Item 5.02 |
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Departure of Directors and Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 14, 2011, Patrick L. McDonald resigned from his roles as President and Chief Executive
Officer and as a Director of Powell Industries, Inc. (the Company).
The Companys Board of Directors (the Board) has appointed Thomas W. Powell, the Companys
Chairman of the Board, as Chief Executive Officer and President, effective immediately. Mr.
Powell, who is 71 years old, has served as the Companys Chairman of the Board since 1984 and will
continue this role. Mr. Powell also served as the Companys President and Chief Executive Officer
from 1984 through September 30, 2008. Mr. Powell will remain in these positions as the Companys
Chief Executive Officer and President until the Board, after an appropriate search, appoints an
outside third party to assume these positions.
Mr. Powell has over 40 years of experience in the manufacturing of equipment and systems for the
management and control of electrical energy and other critical processes. Mr. Powell has extensive
relationships with suppliers and customers and significant experience in operational management,
product development and sales.
There are no family relationships between Mr. Powell and any director or executive officer of the
Company.
A copy of the press release announcing Mr. Powells appointment as Chief Executive Officer and
President is furnished herewith as Exhibit 99.1.
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Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits
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Exhibit |
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Description |
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99.1 |
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Press Release dated September 15, 2011 |
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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.
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POWELL INDUSTRIES, INC.
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Date: September 15, 2011 |
By: |
/s/Don R. Madison
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Don R. Madison |
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Executive Vice President
Chief Financial and Administrative Officer
(Principal Accounting and Financial Officer) |
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exv99w1
Exhibit 99.1
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Contacts:
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Don R. Madison, CFO |
FOR IMMEDIATE RELEASE
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Powell Industries, Inc. |
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713-947-4422
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Ken Dennard / ksdennard@drg-l.com |
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Karen Roan / kcroan@drg-l.com |
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DRG&L / 713-529-6600 |
POWELL INDUSTRIES ANNOUNCES LEADERSHIP CHANGE
HOUSTON, TX SEPTEMBER 15, 2011 Powell Industries, Inc. (the Company) (NASDAQ: POWL), a
leading manufacturer of equipment and systems for the management and control of electrical energy
and other critical processes, today announced a leadership change, in which the Companys Board of
Directors (the Board) appointed Thomas W. Powell, current non-executive Chairman of the Board, as
Chief Executive Officer and President on an interim basis, effectively immediately. Mr. Powell
replaces Patrick L. McDonald, who resigned from his roles as Chief Executive Officer and President
and as a Director.
On behalf of the Company, the Board thanks Pat for his many accomplishments here at Powell
during a critical time of transition, stated Mr. Powell. The Board of Directors is commencing an
external search for a Chief Executive Officer and President and will be engaging the services of an
executive search firm to help identify candidates as expeditiously as possible. Mr. Powell will
serve as Chief Executive Officer and President until a replacement is named.
Mr. Powell has served as the Companys Chairman of the Board since 1984 and will continue in
this role. Mr. Powell served as the Companys President and Chief Executive Officer from 1984
through September 30, 2008 and has over 40 years of experience in the electrical industry,
including significant experience in operational management, product development and sales. He also
has extensive relationships with suppliers and customers.
Powell Industries, Inc., headquartered in Houston, designs, manufactures and packages systems and
equipment for the control, distribution and management of electrical energy and other dynamic
processes. Powell provides products and services to large industrial customers such as utilities,
oil and gas producers, refineries, petrochemical plants, pulp and paper producers,
mining operations, commuter railways and other vehicular transportation facilities. For more
information, please visit www.powellind.com.
Any forward-looking statements, including those related to the pending appointment of a new
Chief Executive Officer and President, in the preceding paragraphs of this release are made
pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve risks and uncertainties in
that actual results may differ materially from those projected in the forward-looking statements.
In the course of operations, we are subject to certain risk factors, including but not limited to
our ability to find a suitable candidate to assume the positions of Chief Executive Officer and
President, competition and competitive pressures, sensitivity to general economic and industrial
conditions, international political and economic risks, availability and price of raw materials and
execution of business strategy. For further information, please refer to the Companys filings
with the Securities and Exchange Commission, copies of which are available from the Company without
charge.
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