Powell Industries Holds 2026 Annual Meeting, Re-Elects Directors and Approves Say-on-Pay Vote

Key Points

• At its Feb. 18 virtual annual meeting, Powell Industries re-elected two directors to three-year terms expiring in 2029: Alaina K. Brooks and Katherine B. Curtis.
• Stockholders approved the non-binding advisory say-on-pay vote, with the compensation proposal receiving affirmative support from a majority of shares represented at the meeting.
• The meeting was conducted via webcast with a quorum present; preliminary results were announced and Powell said it will file the inspector’s final report and voting results on a Form 8-K within four business days.

Powell Industries NASDAQ: POWL held its 2026 virtual annual meeting of stockholders on Feb. 18, with CEO and Chairman Brett Cope presiding. The company conducted the meeting via webcast, noting the format was intended to allow broader participation while addressing only the matters listed on the agenda.

Meeting participants and format

Cope opened the meeting by acknowledging employees, stockholders, and guests participating online and reminded stockholders that shares could be voted during the meeting prior to the closing of the polls. He said he was joined by fellow directors as well as Mike Metcalf, the company’s Chief Financial and Principal Accounting Officer, who acted as corporate secretary for the meeting, and Ping Ni, the corporate controller, who assisted with ballot tabulation and served as inspector of elections.

Also present was Shelley Potter from PricewaterhouseCoopers, Powell’s independent registered public accounting firm. Cope said PwC did not wish to make a statement, but representatives were available to respond to appropriate questions after adjournment.

Cope also directed stockholders who had questions but did not submit them through the online portal to contact the company’s investor relations firm at powell@alpha-ir.com.

Quorum and voting details

Cope said the record date for the meeting was Jan. 2, 2026, and that there were 12,140,483 shares of common stock outstanding and entitled to vote as of that date. He reported that holders of more than a majority of shares entitled to vote were present via online ballot or proxy, constituting a quorum and allowing the meeting to proceed.

He noted that the stockholder list had been available for examination at the company during ordinary business hours for the previous 10 days and was also available for inspection during the meeting through the website used to access the event.

Board introductions

Before turning to the agenda, Cope introduced the board members and identified committee roles, including:

• Alaina Brooks (Audit Committee; Nominating and Governance Committee)
• Kathy Curtis (Compensation and Human Capital Committee; Nominating and Governance Committee)
• Jim McGill (Chairman, Compensation and Human Capital Committee; Audit Committee)
• Mohit Singh (Audit Committee; Compensation and Human Capital Committee)
• Mark Smith (Audit Committee)
• John Stacey (Compensation and Human Capital Committee; presiding Lead Independent Director)
• Dick Williams (Chairman, Nominating and Governance Committee; Audit Committee)

Proposals presented to stockholders

The meeting included two proposals, both described in the proxy statement, according to Cope.

1. Election of directors. Stockholders voted to elect two members of the board to three-year terms expiring in 2029. The nominees were:

• Alaina K. Brooks, a Powell director since 2023 and a member of the Audit Committee and Nominating and Governance Committee. Cope said Brooks serves as Chief Legal Officer at S&S Activewear and previously served as Executive Vice President, Chief Legal and Administrative Officer at EnLink Midstream, LLC. Her prior experience also includes roles as an attorney at Weil, Gotshal & Manges LLP and Baker Botts LLP.
• Katherine B. Curtis, a Powell director since 2020 and a member of the Compensation and Human Capital Committee and Nominating and Governance Committee. Cope said Curtis retired in 2022 as Senior Vice President, Generation for Dominion Power, a position she held since 2014. He added that she previously served as Vice President of Retail Operations and Vice President of Merchant Operations at Dominion Energy.

2. Advisory vote on executive compensation. The second proposal asked stockholders to approve, on a non-binding advisory basis, the compensation of the company’s named executive officers. Cope said the vote was intended to provide information to the Compensation and Human Capital Committee and the board regarding investor sentiment on executive compensation philosophy, policies, and practices, to be considered in future compensation decisions.

Preliminary results and next steps

After closing the polls, Metcalf announced preliminary results based on shares represented by ballot and proxy and tabulated during the meeting. Metcalf said both director nominees were elected to three-year terms expiring in 2029. He also said the advisory resolution on named executive officer compensation received the affirmative vote of more than a majority of shares entitled to vote and represented at the meeting, and was approved on an advisory basis.

Cope said the company would file the final report of the inspector of elections with the meeting records and expected to report voting results in a Form 8-K filed with the SEC within four business days. The meeting was then adjourned.

About Powell Industries NASDAQ: POWL

Powell Industries, Inc is an industrial electrical engineering company specializing in the design, manufacture and integration of customized power control and distribution solutions. The firm's offerings range from medium‐voltage switchgear and power control centers to bus duct, motor control centers and specialty transformers. Powell also provides automation systems, protective relaying, metering, supervisory control and data acquisition (SCADA) platforms, and turnkey engineering services to help clients manage critical power infrastructure.

Serving the oil and gas, petrochemical, refining, utility, mining and industrial sectors, Powell's products are engineered to meet demanding performance, safety and reliability requirements.

This instant news alert was generated by narrative science technology and financial data from MarketBeat in order to provide readers with the fastest reporting and unbiased coverage. Please send any questions or comments about this story to contact@marketbeat.com.