{"url_path":"/sec/powl/8-k/2026-07-06/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/80420/0000080420-26-000095-index.html","accession_number":"0000080420-26-000095","cik":"0000080420","ticker":"POWL","issuer_name":"POWELL INDUSTRIES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/80420/0000080420-26-000095-index.html","primary_entity_key":"0000080420","primary_entity_name":"POWELL INDUSTRIES INC"},"word_count":433,"has_tables":true,"body_markdown":"Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nOn July 1, 2026, the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors (the “Board”) of Powell Industries, Inc. (NASDAQ: POWL) (the “Company”) approved a special one-time award (the “Award”) of restricted stock units (“RSUs”) with respect to 36,000 shares of the Company’s common stock, par value $0.01 per share, for Brett A. Cope, the Company’s President and Chief Executive Officer and Chairman of the Board, pursuant to the Company’s 2014 Equity Incentive Plan.\n\nThe Award, which was approved by the Board on July 2, 2026, is intended to incentivize Mr. Cope’s continued service to the Company beyond the date Mr. Cope reaches age 60, which is the date on or after which he is eligible to retire and, upon such a retirement, receive immediate vesting of his outstanding equity-based awards under the Executive Employment Agreement, dated as of October 1, 2016, between the Company and Mr. Cope (as may be amended from time to time, the “Employment Agreement”). In considering whether to approve the Award, the Committee considered the information presented to the Committee by its independent compensation consultant, which included a review of (a) compensation paid to Mr. Cope over the past ten years of his service with the Company and (b) special equity awards provided to executive officers of peer companies for retentive purposes.\n\nThe terms of the Award are substantially consistent with the terms of Mr. Cope’s outstanding time-based RSUs, except that (a) to incentivize Mr. Cope’s continued service beyond the date on which he is eligible to retire, rather than vesting in equal annual installments over three years, the vesting of the Award is backloaded, with 25% vesting on each of July 1, 2027 and July 1, 2028, and the remaining 50% vesting on July 1, 2029 (each, a “Vesting Date”), and (b) if Mr. Cope retires prior to a Vesting Date, then, notwithstanding anything to the contrary in the Employment Agreement or any other agreement between Mr. Cope and the Company, the unvested portion of the Award will not vest, accelerate or continue to vest solely as a result of such retirement.\n\nSIGNATURES\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n        \n\nPOWELL INDUSTRIES, INC.\n\nDate: July 6, 2026\n\nBy:/s/ Michael W. Metcalf\n\nMichael W. Metcalf\n\nExecutive Vice President\n\nChief Financial and Principal Accounting Officer\n\n(Principal Financial and Principal Accounting Officer)"}