Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 10, 2022, Perry L. Elders resigned from the board of directors (the
"Board") of Powell Industries, Inc. (the "Company") and all committees thereof
effective immediately. A copy of Mr. Elders' resignation letter is filed as
Exhibit 99.1 to this Current Report on Form 8-K. At the time of his resignation,
Mr. Elders served as the chair of the Audit Committee of the Board.
The Company believes that Mr. Elders resigned due to a lack of alignment with
the Company regarding the allocation of capital, Board succession planning and
Board deliberation and assessment of future opportunities, risks and impact of
proposed regulatory changes.
The Company believes that its practices relating to these matters align with
industry standards and best practices. The Company furnished Mr. Elders with a
copy of this Current Report on Form 8-K on May 12, 2022, providing him with the
opportunity to furnish the Company with a letter addressed to the Company
stating whether he agrees with the statements made by the Company herein and, if
not, stating the respects in which he does not agree. The Company will file any
letter received by it from Mr. Elders as an exhibit by an amendment to this Form
8-K within two business days after receipt.
The Company and Mr. Elders have agreed that Mr. Elders will provide certain
consulting services to the Company following his resignation through September
30, 2022. The Company would like to thank Mr. Elders for his years of service
and wish him success in his future endeavors.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished as part of this Report.
Exhibit Description
Number
99.1 Resignation Letter dated May 10, 2022--------------------------------------------------------------------------------
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POWELL INDUSTRIES, INC. 
