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): September 14, 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)

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:

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 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 Company’s Board of Directors (the “Board”) has appointed Thomas W. Powell, the Company’s Chairman of the Board, as Chief Executive Officer and President, effective immediately. Mr. Powell, who is 71 years old, has served as the Company’s Chairman of the Board since 1984 and will continue this role. Mr. Powell also served as the Company’s President and Chief Executive Officer from 1984 through September 30, 2008. Mr. Powell will remain in these positions as the Company’s 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. Powell’s appointment as Chief Executive Officer and President 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 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.

	POWELL INDUSTRIES, INC.
Date: September 15, 2011	By:	/s/Don R. Madison
		Don R. Madison
		Executive Vice President Chief Financial and Administrative Officer (Principal Accounting and Financial Officer)

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EX-99.1

Exhibit 99.1

	Contacts:	Don R. Madison, CFO
FOR IMMEDIATE RELEASE		Powell Industries, Inc.
		713-947-4422
		Ken Dennard / ksdennard@drg-l.com
		Karen Roan / kcroan@drg-l.com
		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 Company’s 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 Company’s Chairman of the Board since 1984 and will continue in this role. Mr. Powell served as the Company’s 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 Company’s filings with the Securities and Exchange Commission, copies of which are available from the Company without charge.

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