Item 5.02 - Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described below, on February 15, 2023, at the 2023 annual meeting of stockholders (the "Annual Meeting") of Powell Industries, Inc. (the "Company"), the stockholders approved an amendment to the Company's 2014 Equity Incentive Plan (the "Amendment") to (1) extend the term of the plan by five years and (2) increase the number of shares of common stock that may be issued under the plan by 600,000 shares for a total of 1,350,000 shares.

A description of the Amendment is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on January 6, 2023 (the "2023 Proxy Statement") under the heading "Proposal No. 4," which such description is incorporated herein by reference. This summary is qualified in its entirety by the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07 - Submission of Matters to a Vote of Security Holders At the Annual Meeting, the Company's stockholders (i) re-elected Christopher E. Cragg and Katheryn B. Curtis and elected Alaina K. Brooks as directors of the Company with terms ending in fiscal year 2026; (ii) approved, on an advisory basis, the Company's "say-on-pay" proposal relating to the compensation paid to the Company's named executive officers and the related compensation discussion and analysis contained in the Proxy Statement; (iii) selected frequency of future say-on-pay votes; and (iv) approved the Amendment. The other directors of the Company continuing in office are Brett A. Cope, James W. McGill, John G. Stacey, John D. White and Richard E. Williams.

The following describes the results of the voting at the Annual Meeting:

Proposal No. 1: Election of directors



                             Votes Cast       Vote Cast
Nominee                         For            Against       Votes Withheld        Broker Non-Votes
Christopher E. Cragg         8,007,441            -             1,323,264                 -
Katheryn B. Curtis           6,782,446            -             2,548,259                 -
Alaina K. Brooks             9,315,771            -              14,934                   -

Proposal No. 2: "Say-on-Pay" advisory vote



         Votes Cast       Vote Cast
            For            Against       Votes Withheld/Abstentions        Broker Non-Votes
         9,251,287         75,110                   4,308                         -

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Proposal No. 3: Selection of frequency of future "Say-on-Pay" votes



                        1 Year         2 Years        3 Years        Abstain
                       8,339,152        5,262         982,966         3,325

Proposal No. 4: Amendment to the 2014 Equity Incentive Plan



         Votes Cast       Vote Cast
            For            Against       Votes Withheld/Abstentions        Broker Non-Votes
         9,152,801         165,235                 12,669                         -

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished as part of this Report.



          Exhibit                         Description
        Number
           10.1        First Amendment to the 2014 Equity Incentive Plan

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