UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): September 13, 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)
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
(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 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On September 13, 2011, the board of directors of Powell Industries, Inc. (the “Company”) appointed
Scott E. Rozzell as a director with his appointment to be effective September 13, 2011 for the term
expiring at the next annual meeting of stockholders in 2012. Mr. Rozzell has no related-person
relationship with the Company.
Since 2001, Mr. Rozzell has been the Executive Vice President & General Counsel of CenterPoint
Energy. From 1975 to 2001, Mr. Rozzell was a lawyer in the Houston office of Baker Botts LLP where
he chaired the Firm’s Energy Department. Mr. Rozzell received a BA from Southern Methodist
University in 1971 and a JD from the University of Texas School of Law in 1975.
Mr. Rozzell will be a member of the Company’s 2012 director class. Upon the effectiveness of his
election on September 13, 2011, Mr. Rozzell received an initial grant of restricted stock equal to
1,500 shares (based on the 2,000 shares annual grant pro-rated for the remainder of his year of
service that ends on the next annual grant date). This option grant is pursuant to the Company’s
Non-Employee Director Restricted Stock Plan and will vest over the next two regular annual grant
dates. As a non-employee director, he will also be entitled to the fees payable to all other
non-employee directors, including a quarterly retainer of $3,750 and the fees payable for attending
board meetings and any committee meetings he may attend in the future.
On September 13, 2011, the board of directors of the Company appointed Milburn E. Honeycutt, the
Company’s Vice President and Corporate Controller, to the additional role of Principal Accounting
Officer, effective immediately, replacing Don R. Madison in the role of Principal Accounting
Officer. Mr. Madison will continue his roles as Chief Administrative Officer and Chief Financial
Officer of the Company and as Principal Financial Officer of the Company.
Mr. Honeycutt has served as Vice President and Corporate Controller of the Company since April 15,
2005. From October 2003 through April 2005, Mr. Honeycutt served as Vice President and Controller
of Synagro Technologies, Inc. Prior to that, Mr. Honeycutt served in several capacities with
Comfort Systems USA, Inc., including Senior Vice President of Finance, Operations, and Corporate
Controller.
There are no family relationships between Mr. Honeycutt and any director or executive officer of
the Company.
A copy of the press release announcing Mr. Rozzell’s election to the board of directors and Mr.
Honeycutt’s appointment as Principal Accounting Officer is furnished herewith as Exhibit 99.1.
Item 9.01 — Financial Statements and Exhibits
(d) — Exhibits
| Exhibit | ||||
| Number | Description | |||
| 99.1 | Press Release dated September 19, 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.
| POWELL INDUSTRIES, INC. | ||||
|
Date: September 19, 2011 |
||||
| By: | /s/ Don R. Madison | |||
| Don R. Madison | ||||
| Executive Vice President Chief Financial and Administrative Officer (Principal Financial Officer) |
||||
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Exhibit 99.1
|
Press Release | |||
| Contacts: | Don R. Madison, CFO | |||
| Powell Industries, Inc. | ||||
| 713-947-4422 | ||||
FOR IMMEDIATE RELEASE |
||||
| Ken Dennard / ksdennard@drg-l.com | ||||
| Karen Roan / kcroan@drg-l.com | ||||
| DRG&L / 713-529-6600 |
POWELL INDUSTRIES ANNOUNCES NEW APPOINTMENTS
Appointment of Director
Appointment of Principal Accounting Officer
Appointment of Director
Appointment of Principal Accounting Officer
HOUSTON, TX — SEPTEMBER 19, 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, announced that on September 13, 2011 the Company’s Board of Directors
(the “Board”) appointed Scott E. Rozell as a Director, with his appointment effective as of
September 13, 2011, for the term expiring at the next annual meeting of stockholders in 2012.
Since 2001, Mr. Rozzell has been the Executive Vice President & General Counsel of CenterPoint
Energy. From 1975 to 2001, Mr. Rozzell was a lawyer in the Houston office of Baker Botts LLP,
where he chaired the firm’s energy department. Mr. Rozzell received a BA from Southern Methodist
University in 1971 and a JD from the University Of Texas School Of Law in 1975.
Mr. Rozzell will be a member of the Company’s 2012 director class. Upon the effectiveness of
his election on September 13, 2011, Mr. Rozzell received an initial grant of restricted stock equal
to 1,500 shares (based on the 2,000 shares annual grant pro-rated for the remainder of his year of
service that ends on the next annual grant date). This option grant is pursuant to the Company’s
Non-Employee Director Restricted Stock Plan and will vest over the next two regular annual grant
dates. As a non-employee director, he will also be entitled to the fees payable to all other
non-employee directors, including a quarterly retainer of $3,750 and the fees payable for attending
board meetings and any committee meetings he may attend in the future.
On September 13, 2011, the Board appointed Milburn E. Honeycutt, the Company’s Vice President
and Corporate Controller, to the additional role of Principal Accounting Officer,
effective
immediately, replacing Don R. Madison in the role of Principal Accounting Officer. Mr. Madison
will continue his roles as Chief Administrative Officer and Chief Financial Officer of the Company
and as Principal Financial Officer of the Company.
Mr. Honeycutt has served as Vice President and Corporate Controller of the Company since April
15, 2005. From October 2003 through April 2005, Mr. Honeycutt served as Vice President and
Controller of Synagro Technologies, Inc. Prior to that, Mr. Honeycutt served in several capacities
with Comfort Systems USA, Inc., including Senior Vice President of Finance, Operations, and
Corporate Controller.
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.
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