Powell Industries (POWL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for February 18, 2026, to elect two directors and hold an advisory vote on executive compensation.

• Meeting will be virtual, with shareholders able to vote and submit questions online.

• Record date for voting is January 2, 2026, with 12,140,483 shares outstanding.

Voting matters and shareholder proposals

• Shareholders will vote to elect Alaina K. Brooks and Katheryn B. Curtis as directors for terms expiring in 2029.

• Advisory (non-binding) vote on executive compensation (say-on-pay) is included.

• Board recommends voting FOR both proposals.

• Procedures for submitting shareholder proposals for the 2027 meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• Board will reduce to eight members after the meeting, with a majority being independent.

• Recent appointments have added expertise in M&A, compliance, risk management, and governance.

• Board committees: Audit, Compensation and Human Capital, and Nominating and Governance, all with independent members.

• Directors receive a mix of cash and equity compensation, with stock ownership guidelines in place.

• Board leadership combines CEO and Chairman roles, with a Presiding Director for independent oversight.

• Board and committees conduct annual self-assessments and emphasize diversity in experience and background.