POWELL INDUSTRIES INC 8-K

What Happened Powell Industries, Inc. (filed 8-K on Feb 18, 2026) announced that at its Feb. 18, 2026 annual meeting shareholders re‑elected Alaina K. Brooks and Katheryn B. Curtis to the Board (terms through fiscal 2029). The company also disclosed that shareholders approved, on an advisory basis, the company’s “say‑on‑pay” executive compensation proposal. Separately, the Board—following the recommendation of the Nominating and Governance Committee—appointed Mark W. Smith as chair of the Audit Committee after the end of Christopher E. Cragg’s term.

Key Details

• Directors re‑elected: Alaina K. Brooks — 8,671,860 For, 527,367 Withheld; Katheryn B. Curtis — 8,529,636 For, 669,591 Withheld. Terms scheduled to expire in fiscal year 2029.
• Say‑on‑pay (advisory) vote: 9,051,989 For; 121,383 Against; 25,855 Abstentions.
• Audit Committee leadership change: Mark W. Smith appointed chair, succeeding Christopher E. Cragg (appointment effective Feb. 18, 2026).
• Filing signed by Michael W. Metcalf, Executive Vice President, Chief Financial and Principal Accounting Officer.

Why It Matters

• Board continuity: Re‑election of directors maintains current governance and strategic continuity through fiscal 2029.
• Shareholder approval: Strong support for the advisory say‑on‑pay vote signals shareholder approval of the disclosed executive compensation practices (though the vote is non‑binding).
• Governance oversight: Appointment of a new Audit Committee chair is a material governance update that could influence financial oversight and risk monitoring.