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): December 12, 2012
POWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-12488 | 88-0106100 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
| 8550 Mosley Drive Houston, Texas |
77075-1180 | |||
| (Address of Principal Executive Offices) | (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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Action (17CFR240.14D-2(b)) |
| ¨ | 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 December 12, 2012, Stephen W. Seale, Jr. retired from the board of directors (the “Board”) of Powell Industries, Inc. (the “Company”) effective immediately. Mr. Seale’s retirement was not related to any disagreement with the Company over any of its operations, policies or practices.
On December 12, 2012, the Board elected John D. White as a director to fill the vacancy created by Mr. Seale’s retirement. Mr. White was elected to serve for the unexpired term of Mr. Seale and, thus, Mr. White will be a member of the Company’s 2015 director class. Mr. White has been elected to serve as a member of the Nominating and Governance Committee.
Since 2007, Mr. White has been the Chairman and Chief Executive Officer of Standard Renewable Energy Group, LLC and since 2008, Mr. White has been a Partner of Murphree Venture Partners, LP. From 2009 to 2011, Mr. White served as the Managing Director of The Wind Alliance. From 2003 to 2006, Mr. White was a lawyer in the Houston office of Jones Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P and from 1992 to 2003, Mr. White was a lawyer in the Houston office of Winstead PC where he chaired the Firm’s Environmental and Energy Department. Mr. White received a B.A. from Texas A&M University in 1970 and a J.D. from the University of Texas School of Law in 1972. Mr. White has no related-person relationship with the Company.
A copy of the press release announcing Mr. Seale’s retirement from the Board and Mr. White’s election to the Board is furnished herewith as Exhibit 99.1.
Item 9.01 – Financial Statements and Exhibits
(d) – Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release dated December 18, 2012 | |
2
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: December 18, 2012 |
By: | /s/ Don R. Madison | ||||
| Don R. Madison | ||||||
| Executive Vice President Chief Financial and Administrative Officer (Principal Financial Officer) | ||||||
3
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release dated December 18, 2012 | |
4
Exhibit 99.1
|
PRESS RELEASE |
| Contacts: | Don R. Madison, CFO | |||||
| Powell Industries, Inc. | ||||||
| FOR IMMEDIATE RELEASE | 713-947-4422 | |||||
| Ken Dennard / ksdennard@drg-l.com | ||||||
| Karen Roan / kcroan@drg-l.com | ||||||
| DRG&L / 713-529-6600 | ||||||
POWELL INDUSTRIES ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS
HOUSTON — DECEMBER 18, 2012 — Powell Industries, Inc. (NASDAQ: POWL), a leading supplier of custom engineered solutions for the management and control of electrical energy and other critical processes, today announced two changes to the Board of Directors, both effective December 12, 2012. Stephen W. Seale announced his retirement after 27 years as a member of the Board, and John D. White has been elected to fill this vacancy.
Thomas W. Powell, Chairman of the Board, stated, “We would like to thank Mr. Seale for his significant contributions to Powell during his many years of service as a director of the Company. During his time on the Board, he served on both the Audit and Compensation Committees, chaired the Audit Committee, as well as supported our efforts in the areas of project management and information technology. His leadership and guidance will be greatly missed.
“We are delighted that John has agreed to join the Powell Board of Directors and serve on the Nominating and Governance Committee. He brings demonstrated leadership expertise to Powell, including many years of experience in the energy and power sectors. The Board of Directors and the management team look forward to his contributions to our organization,” concluded Powell.
Mr. White has been a Partner at Murphree Venture Partners, LP since 2008, serving on the boards of a number of portfolio companies. Between 2009 and 2011, he was also Managing Director of The Wind Alliance and co-founder of the Standard Renewable Energy Group, LLC. He was a member of the Board of Regents for the Texas A&M University System from 2003 through 2009 and reappointed in 2011, serving as Chairman 2005-2007 and Vice Chairman 2007-2009. Mr. White was an attorney for Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP from 2003 until 2006, and prior to 2003, he was with Winstead PC. Mr. White
holds a B. A. from Texas A & M University and a J.D. from the University of Texas Law School. He is a member of the American, Texas and Houston Bar Associations.
Powell Industries, Inc., headquartered in Houston, engineers packaged solutions and systems for the control, distribution and management of electrical energy and other dynamic processes. Powell markets include 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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