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 (Date of earliest event reported): February 26, 2021

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 Road	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 Act (17CFR240.14d-2(b))

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	POWL	Nasdaq Global Market

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 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 26, 2021, the Board of Directors (the “Board”) of Powell Industries, Inc. (the “Company”) approved Amendment No. 1 to the Amended and Restated Bylaws of the Company for the purpose of reducing the required number of inspectors of election required to be appointed in connection with each annual meeting of stockholders of the Company.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
3.1	Amendment No. 1 to the Amended and Restated Bylaws effective February 26, 2021.

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: February 26, 2021
	By:	/s/ Michael W. Metcalf
		Michael W. Metcalf
		Executive Vice President
		Chief Financial Officer
		(Principal Financial Officer)

EX-3.1

Exhibit 3.1

POWELL INDUSTRIES, INC.

(a Delaware corporation)

(the “Company”)

AMENDMENT NO. 1

TO

THE AMENDED AND RESTATED BYLAWS

Pursuant to Section 8.1 of the Amended and Restated Bylaws (the “Bylaws”) of the Company, the Bylaws were amended by unanimous approval of the members of the Board of Directors of the Company as follows:

1. Section 2.7 of the Bylaws is hereby deleted in its entirety and replaced with the following:

“Section 2.7 Officers of Meeting. The chairman of the board shall preside at, and the secretary of the Company shall keep the records of, each meeting of stockholders, and in the absence of either such officer, such duties shall be performed by any other officer authorized by these bylaws or, in the absence of any officer authorized by these bylaws, any person appointed by resolution duly adopted at the meeting. The chairman of the meeting shall appoint at least one person to act as inspector of elections at the meeting.”

2. Except as set forth above, the Bylaws shall remain in full force and effect.

[Remainder of Page Intentionally Left Blank]

1

I hereby certify that the amendments to the Bylaws of the Company set forth herein were duly adopted by the Board of Directors of the Company on February 26, 2021.

/s/ Michael W. Metcalf

Michael W. Metcalf, Secretary

2

XML

Cover	Feb. 26, 2021	Dec. 08, 2020
Cover [Abstract]
Document Type		8-K
Document Period End Date	Feb. 26, 2021
Entity Registrant Name	POWELL INDUSTRIES, INC.
Entity Incorporation, State or Country Code		DE
Entity File Number		001-12488
Entity Tax Identification Number		88-0106100
Entity Address, Address Line One		8550 Mosley Road
Entity Address, City or Town		Houston
Entity Address, State or Province		TX
Entity Address, Postal Zip Code		77075-1180
City Area Code	713
Local Phone Number	944-6900
Written Communications		false
Soliciting Material		false
Pre-commencement Tender Offer		false
Pre-commencement Issuer Tender Offer		false
Title of 12(b) Security		Common Stock, par value $0.01 per share
Trading Symbol		POWL
Security Exchange Name		NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000080420
Current Fiscal Year End Date	--09-30