8-K

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: May 11, 2018

(Date of earliest event reported)

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 Road 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:

£ 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 Act (17CFR240.14D-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 11, 2018, Powell Industries, Inc. (the “Company”) received notification from Don R. Madison, Executive Vice President and Chief Financial and Administrative Officer of the Company that Mr. Madison intends to retire effective as of October 1, 2018.

Item 8.01 Other Events.

On May 14, 2018, the Company issued a press release titled “Powell Industries Announces CFO Retirement Plan.” A copy of such press release is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated May 14, 2018

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

POWELL INDUSTRIES, INC.

Date: May 14, 2018

By:    /s/ Don R. Madison        

Don R. Madison

Executive Vice President

Chief Financial and Administrative Officer

(Principal Financial Officer)

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EX-99.1

Exhibit 99.1

PRESS RELEASE

Contact:    Don R. Madison, CFO

Powell Industries, Inc.

713-947-4422

POWELL INDUSTRIES ANNOUNCES CFO RETIREMENT PLAN

HOUSTON — May 14, 2018 — Powell Industries, Inc. (NASDAQ: POWL), a leading supplier of custom engineered solutions for the management, control and distribution of electrical energy, today announced that Don R. Madison, Executive Vice President and Chief Financial and Administrative Officer, plans to retire at the end of the fiscal year, after more than 17 years with the Company. Mr. Madison joined Powell in October 2001 as Vice President and Chief Financial Officer, and has served as Executive Vice President and Chief Financial and Administrative Officer since February 2007.

Thomas W. Powell, Chairman of the Board, stated, “Over the past 17 years, Don has faithfully served the Company and has helped to guide Powell through many industrial and financial cycles. We have greatly benefited from his financial and operational expertise, and I believe he leaves the Company much stronger for his outstanding service. While Don will be greatly missed, I wish him well during his well-earned retirement.”

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Brett A. Cope, President and Chief Executive Officer, stated “I would like to thank Don for the leadership he provided across the Company and for being a great partner to me, personally. We have initiated a formal search to fill the CFO position and Don has agreed to serve as an adviser for a period of time following his retirement. I expect a smooth and seamless transition.”

Mr. Madison commented, “It has been my distinct pleasure to serve the Board, employees, and clients these many years. I’m proud of the great strides we have taken as a Company, and the growth and success we have achieved. I have the utmost confidence in Powell’s future under the leadership of our Board, Chairman, Tom Powell, and CEO, Brett Cope, and look forward to supporting our next CFO during the transition period.”

Powell Industries, Inc., headquartered in Houston, engineers packaged solutions and systems for the management, control and distribution of electrical energy.  Powell markets include large industrial customers such as utilities, oil and gas producers, refineries, petrochemical plants, pulp and paper producers, mining operations and commuter railways.   For more information, please visit powellind.com.

Any forward-looking statements 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, 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 Company's filings with the Securities and Exchange Commission, copies of which are available from the Company without charge.

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