def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
Powell Industries, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Per unit price or other underlying value of transaction computed pursuant to Exchange
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange
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offsetting fee was paid previously. Identify the previous filing
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POWELL
INDUSTRIES, INC.
8550 Mosley Drive
Houston, Texas 77075
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
to be held February 26, 2010
To the Stockholders of Powell Industries, Inc.:
Notice is hereby given that the Annual Meeting of the
Stockholders of Powell Industries, Inc., a Delaware corporation
(the Company), will be held at the offices of the
Company at 8550 Mosley Drive, in Houston, Texas on Friday,
February 26, 2010 at 11:00 a.m., Houston time, for the
following purposes:
1. To elect three (3) members of the Companys
Board of Directors, with terms to expire in 2013; and
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
The stock transfer books will not be closed. Stockholders of
record as of the close of business on January 4, 2010 are
entitled to notice of, and to vote at, the Annual Meeting or any
adjournment thereof, notwithstanding any transfer of stock on
the books of the Company after such record date.
You are cordially invited to attend the meeting in person. YOU
ARE URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND TO
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING.
By Order of the Board of Directors
Thomas W. Powell
Chairman of the Board
Houston, Texas
January 11, 2010
Important
Notice Regarding the Availability of Proxy Materials for the
Stockholders Meeting to
be Held on February 26, 2010
This
Notice, Proxy Statement, Form of Proxy And Annual Report Are
Available At:
http://investor.shareholder.com/powell/annual-proxy.cfm
Table of
Contents
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POWELL
INDUSTRIES, INC.
8550 Mosley Drive
Houston, Texas 77075
PROXY
STATEMENT
January 11, 2010
Annual
Meeting of Stockholders
February 26,
2010
SOLICITATION
AND VOTING RIGHTS
The accompanying proxy is solicited by the Board of Directors of
Powell Industries, Inc., a Delaware corporation (the
Company), for use at the Annual Meeting of
Stockholders of the Company to be held on Friday,
February 26, 2010 at 11:00 a.m., Houston time, at the
principal executive offices of the Company at 8550 Mosley Drive,
in Houston, Texas 77075, or at any adjournment thereof.
This Proxy Statement, proxy and the accompanying Notice of
Annual Meeting, Annual Report to Stockholders and
Form 10-K
for year ended September 30, 2009, including consolidated
financial statements, will be mailed to stockholders on or about
January 11, 2010. The Board of Directors of the Company has
fixed January 4, 2010, as the record date for determination
of stockholders entitled to receive notice of and to vote at the
Annual Meeting. As of January 4, 2010, there were
11,543,084 shares of the Companys Common Stock, par
value $.01 per share (Common Stock), outstanding.
Each holder of Common Stock will be entitled to one vote for
each share owned, except as noted below.
The presence, in person or by proxy, of the holders of a
majority of the outstanding shares of Common Stock of the
Company is necessary to constitute a quorum at the meeting. The
holders of shares represented by proxies reflecting abstentions
or broker non-votes are considered present at the
meeting and count toward a quorum. Brokers holding shares of
record for their customers generally are not entitled to vote on
certain matters unless they receive voting instructions from
their customers. When brokers complete proxy forms, they
generally vote on those matters as to which they are entitled to
vote. On those matters as to which brokers are not entitled to
vote without instructions from their customers and have not
received such instructions, brokers generally indicate on their
proxies that they lack voting authority as to those matters. As
to those matters, such indications are called broker
non-votes.
The vote of a plurality of the shares entitled to vote and
represented at a meeting at which a quorum is present is
required for the election of directors. The persons receiving
the greatest number of votes cast at the meeting to fill the
directorships with terms to expire in 2013 will be elected as
directors of the Company, class of 2013. Thus, abstentions and
broker non-votes will have no effect on the election of
directors. As to any other matters which may come before the
meeting, broker non-votes will have the effect of negative votes
as to any such other matters for which the broker is entitled to
vote and no effect on those matters for which the broker is not
entitled to vote.
The shares represented by each valid proxy received by the
Company on the form solicited by the Board of Directors will be
voted in accordance with instructions specified on the proxy. A
stockholder giving a duly executed proxy may revoke it before it
is exercised by filing with or transmitting to the Secretary of
the Company an instrument or transmission revoking it, or a duly
executed proxy bearing a later date.
In addition to the solicitation of proxies by use of this Proxy
Statement, directors, officers and employees of the Company may
solicit the return of proxies by mail, personal interview,
telephone or the Internet. Officers and employees of the Company
will not receive additional compensation for their solicitation
efforts, but they will be reimbursed for any
out-of-pocket
expenses incurred. Brokerage houses and other custodians,
nominees and fiduciaries will be requested, in connection with
the stock registered in their names, to forward solicitation
materials to the beneficial owners of such stock.
All costs of preparing, printing, assembling and mailing the
Notice of Annual Meeting of Stockholders, this Proxy Statement,
the enclosed form of proxy and any additional materials, as well
as the cost of forwarding solicitation materials to the
beneficial owners of stock and all other costs of solicitation,
will be borne by the Company.
Delivery
of One Proxy Statement and Annual Report to a Single Household
to Reduce Duplicate Mailings
Each year in connection with the annual meeting of stockholders,
the Company is required to send to each stockholder of record a
proxy statement and annual report, and to arrange for a proxy
statement and annual report to be sent to each beneficial
stockholder whose shares are held by or in the name of a broker,
bank, trust or other nominee. Because some stockholders hold
shares of Common Stock in multiple accounts, this process
results in duplicate mailings of proxy statements and annual
reports to stockholders who share the same address. Stockholders
may avoid receiving duplicate mailings and save the Company the
cost of producing and mailing duplicate documents as follows:
Stockholders of
Record. If your shares are registered in
your own name and you are interested in consenting to the
delivery of a single proxy statement or annual report, you may
contact the Company by mail at 8550 Mosley Drive, Houston,
Texas 77075 or by telephone at
(713) 947-4422.
Beneficial
Stockholders. If your shares are not
registered in your own name, your broker, bank, trust or other
nominee that holds your shares may have asked you to consent to
the delivery of a single proxy statement or annual report if
there are other stockholders of the Company who share an address
with you. If you currently receive more than one proxy statement
or annual report at your household, and would like to receive
only one copy of each in the future, you should contact your
nominee.
Right to Request Separate
Copies. If you consent to the delivery of
a single proxy statement and annual report but later decide that
you would prefer to receive a separate copy of the proxy
statement or annual report, as applicable, for each stockholder
sharing your address, then please notify the Company or your
nominee, as applicable, and the Company or they will promptly
deliver such additional proxy statements or annual reports. If
you wish to receive a separate copy of the proxy statement or
annual report for each stockholder sharing your address in the
future, you may contact the Company by mail at 8550 Mosley
Drive, Houston, Texas 77075 or by telephone at
(713) 947-4422.
2
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The terms of three directors are scheduled to expire at the 2010
Annual Meeting or until their successors are duly elected and
qualified under the Companys bylaws. The terms of the
remaining directors continue after the Annual Meeting. The
Nominating and Governance Committee has nominated Joseph L.
Becherer, Patrick L. McDonald and Thomas W. Powell for election
as directors with terms scheduled to expire in 2013 or until
their successors are duly elected and qualified.
Messrs. Becherer, McDonald and Powell currently serve as
directors of the Company with terms scheduled to expire in 2010
or until their successors are duly elected and qualified.
Although the Board of Directors does not contemplate that any
nominee will be unable to serve, if such a situation arises
prior to the Annual Meeting, the persons named in the enclosed
form of proxy will vote in accordance with their best judgment
for a substitute nominee.
3
BOARD OF
DIRECTORS
The following table sets forth for each nominee and for each
director whose term of office continues after the Annual
Meeting, his name, age, principal occupation and employment for
the past five years, offices held with the Company, the date he
first became a director, and the date of expiration of his
current term as director.
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Principal Occupation for Past
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Director
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Term
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Name
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Age
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Five
Years(1)
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Offices Held With Company
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Since
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Expires
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Stephen W. Seale, Jr.
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Consultant, Professional Engineer
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Director
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1985
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2012
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Robert C. Tranchon
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President and CEO, Reveille Technology from 1995 until his
retirement in 2009; President, Chief Executive Officer, and
Director of Ansaldo Ross Hill from 1997 to 2000
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Director
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2000
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2012
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James F. Clark
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63
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Vice President, Square D Corporation from 1989 until his
retirement in December 2000
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Director
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2001
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2012
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Eugene L. Butler
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68
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Director and CFO, Deep Down, Inc. since June 2007; Managing
Director, CapSource Financial from 2005 to 2007; Chairman of the
Board, Intercoastal Terminal from 1991 to 2005
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Director
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1990
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2011
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Ronald J. Wolny
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70
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Vice President, Fluor Daniel, Inc. until his retirement in
January 2003
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Director
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2001
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2011
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Christopher E. Cragg
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Senior Vice President Operations, Oil States
International, Inc.
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Director
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2008
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2011
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Thomas W. Powell
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Chairman of the Board since 1984; President and Chief Executive
Officer of the Company from 1984 through September 30, 2008
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Director, Chairman of the
Board(2)
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1984
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2010
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Joseph L. Becherer
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67
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Senior Vice President, Eaton Corporation from September 1995
until his retirement in October 1997
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Director
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1997
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2010
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Patrick L. McDonald
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President and Chief Executive Officer of the Company
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Director, President and Chief Executive Officer of the
Company(3)
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2008
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2010
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None of the corporations listed (other than the Company) is an
affiliate of the Company. |
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Mr. Powell also served as Chief Executive Officer of the
Company until his retirement on September 30, 2008. |
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Mr. McDonald served as President and Chief Operating
Officer of the Company from February 23, 2007 until
Mr. Powells retirement on September 30, 2008, at
which time Mr. McDonald succeeded Mr. Powell as
President and Chief Executive Officer of the Company. |
Board
Structure, Committee Composition and Meetings
As of the date of this Proxy Statement, the Board of Directors
(Board) was comprised of nine members, divided into
three classes.
The Board is comprised of a majority of independent directors.
The Board has determined that Messrs. Joseph L. Becherer,
Eugene L. Butler, James F. Clark, Christopher E. Cragg, Stephen
W. Seale, Jr., Robert C. Tranchon, and Ronald J. Wolny are
Independent Directors as such term is defined by
Listing Rule 5600(a)(2) of The NASDAQ Stock Market, and
that the current members of the audit committee are also
independent for purposes of Section 10A(m)(3) of the
Securities Exchange Act of 1934, or the Exchange Act. The Board
based its determinations of independence primarily on a review
of the responses the directors provided to questions regarding
employment and compensation history, affiliations and family and
other relationships.
Six meetings of the Board were held during the year ended
September 30, 2009. No incumbent director attended fewer
than seventy-five percent (75%) of the aggregate of (1) the
total number of meetings of the Board and (2) the total
number of meetings held by all committees of the Board during
the period that such director served.
It is the Companys policy that directors attend the Annual
Meeting of Stockholders. At the Annual Meeting of Stockholders
on February 27, 2009, all of the Companys directors
at that date were present. Stockholders may communicate with
directors of the Company by writing to them at the
Companys headquarters. Communications addressed to the
Board of Directors will be reviewed by the Secretary of the
Company and directed to the members of the Board for their
consideration.
Committees,
Memberships and Meetings
The Board has a standing Audit Committee, Compensation Committee
and Nominating and Governance Committee. The Board may also
establish other committees from time to time as necessary to
facilitate the management of the business and affairs of the
Company and to comply with the corporate governance rules of The
NASDAQ Stock Market.
Audit
Committee
The Audit Committee assists the Board in overseeing matters
relating to the Companys accounting and financial
reporting practices, the adequacy of its internal controls and
the quality and integrity of its financial statements. It is the
Boards agent in overseeing the integrity of financial
reports of the Company and its subsidiaries, and the adequacy of
disclosures to stockholders. The Audit Committee is the focal
point for communication between other directors, the
Companys independent registered public accounting firm,
internal auditors and management as their duties relate to
financial accounting, reporting, and controls. The Audit
Committee held four meetings during the year ended
September 30, 2009. All meetings of the Audit Committee
were separate and apart from meetings of the full Board of
Directors during fiscal 2009.
5
The Audit Committee is comprised of Eugene L. Butler,
Christopher E. Cragg, Stephen W. Seale, Jr. and Robert C.
Tranchon. The Board of Directors has determined that each of
Messrs. Butler and Cragg qualify as an audit
committee financial expert, as defined in Item 401(h)
of
Regulation S-K
promulgated under the Exchange Act, and that each is an
independent director. A copy of the Audit Committee Charter is
available on the Companys web site, www.powellind.com,
under the section entitled Investor Relations.
Compensation
Committee
The Compensation Committee provides oversight on behalf of the
full Board on development and administration of the
Companys executive compensation program and each benefit
plan in which officers and directors are eligible to
participate. The Compensation Committee regularly reviews the
Companys compensation practices, including the
methodologies for setting senior management and officer
salaries. The Compensation Committee also strives to make the
Companys compensation competitive by comparing the
Companys practices and compensation levels against the
results of surveys of related-industry companies. The
Compensation Committee has the flexibility to exercise its
independent judgment when establishing compensation policies,
especially when rewarding individual performance.
The Compensation Committee has the authority to directly engage
independent consultants. On a regular basis, consultants have
been used to provide advice and ongoing recommendations
regarding executive compensation. In 2008 and 2009, the
Compensation Committee retained Hewitt Associates LLC to provide
market information and analyses regarding named executive
officers total compensation including base salary,
short-term incentive compensation and long-term incentive
compensation. The Hewitt Associates LLC analysis and report also
included director compensation.
The Compensation Committee is comprised of Joseph L. Becherer,
Chrstopher E. Cragg, Stephen W. Seale, Jr. and Ronald J.
Wolny. The Compensation Committee, held five meetings during the
year ended September 30, 2009. The Compensation Committee
also performs an annual self evaluation and the most recent
evaluation determined that the Committee met all expectations of
the Compensation Committee Charter. A copy of the Compensation
Committee Charter is available on the Companys web site,
www.powellind.com, under the section entitled Investor
Relations.
Nominating
and Governance Committee
The Nominating and Governance Committee proposes a slate of
directors for election by the Companys stockholders at
each annual meeting and recommends candidates for appointment to
the Board to fill any vacancy on the Board. The Nominating and
Governance Committee is also responsible for establishing
director qualifications and the selection criteria for new
directors. The Nominating and Governance Committee recommends to
the Board a slate of directors to serve on each standing
committee of the Board and recommends one member of each
standing committee to serve as chairman of the committee. The
Nominating and Governance Committee is also responsible to
review and monitor the adherence to the Corporate Governance
Guidelines adopted by the Board.
The Nominating and Governance Committee is comprised of Eugene
L. Butler, James F. Clark and Robert C. Tranchon. During the
year ended September 30, 2009, the Committee held four
meetings. In December 2009, the Nominating and Governance
Committee met and discussed the current director candidates, and
recommended to the Board the reelection of the three candidates
nominated above. A copy of the Nominating and Governance
6
Committee Charter is available on the Companys web site,
www.powellind.com, under the section entitled Investor
Relations.
Director
Compensation
The Company uses a combination of cash and equity based
compensation in the form of restricted stock to attract and
retain qualified candidates to serve on the Board. In setting
director compensation, the Company considers the significant
amount of time that directors expend in fulfilling their duties
to the Company as well as the skill level required by the
Company of members of the Board. Only the directors who are not
employees of the Company or any of its subsidiaries or
affiliates, are entitled to receive a fee, plus reimbursement of
out-of-pocket
expenses for their services as directors. Mr. McDonald, who
is also our employee, does not receive any additional
compensation for serving as a director. In 2008 and again in
2009, the Compensation Committee utilized Hewitt Associates LLC
for market data and analysis of director compensation as part of
the Committees annual review of director compensation. The
studies indicated that the directors total compensation is
below the 50th percentile of the Proxy Peer Group. Details
of these two studies are provided on page 16. For fiscal
2009, compensation for non-employee directors was comprised of
the following components:
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Cash
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Common
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Compensation
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Stock
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Quarterly Retainer:
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$
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2,500
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Board Meeting Fees:
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$
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2,000
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(For each meeting attended)
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Committee Chairman Meeting Fees:
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Audit
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2,500
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(For each meeting attended)
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Compensation
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$
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1,250
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Nominating and Governance
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$
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1,250
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Committee Member Meeting Fees:
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Audit
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1,200
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(For each meeting attended)
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Compensation
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800
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Nominating and Governance
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$
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800
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Annual Restricted Stock Award:
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2,000
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In addition to the above, the Company reimburses expenses
related to attendance of meetings to non-employee directors.
The stockholders voted at the March 16, 2002 meeting to
approve the Non-Employee Director Stock Option Plan which
superseded the 2000 Non-Employee Director Stock Option Plan
adopted by the Board of Directors in 2000. The total number of
shares of Common Stock reserved under the plan is
100,000 shares. The plan is administered by the
Compensation Committee. The Compensation Committee plans to
terminate the 2000 Non-Employee Director Stock Option Plan after
all outstanding options granted under it have been exercised or
have expired. The last stock options under this plan were issued
in June 2004.
The stockholders voted at the April 15, 2005 meeting to
approve the Non-Employee Director Restricted Stock Plan. The
total number of shares of Common Stock reserved under the plan
is 150,000 shares. The plan is administered by the
Compensation Committee. Eligibility to participate in the plan
is limited to those individuals who are members of the Board of
the Company and who are not employees of the Company or any
affiliate of the
7
Company. In accordance with the terms of the Plan, each
non-employee director receives 2,000 restricted shares of the
Companys Common Stock annually. In June 2009, each
non-employee director was issued 2,000 such shares in accordance
with the Restricted Stock Plan.
Director
Compensation for Fiscal 2009
The table below summarizes the compensation paid by the Company
to non-employee directors for the year ended September 30,
2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
Paid in Cash
|
|
|
Stock Awards
|
|
|
Compensation
|
|
|
Total
|
|
Name
|
|
($)
|
|
|
($)(1)(2)(3)
|
|
|
($)(4)(5)
|
|
|
($)
|
|
|
Joseph L. Becherer
|
|
$
|
22,000
|
|
|
$
|
77,740
|
|
|
$
|
|
|
|
$
|
99,740
|
|
Eugene L. Butler
|
|
$
|
27,900
|
|
|
$
|
77,740
|
|
|
$
|
|
|
|
$
|
105,640
|
|
James F. Clark
|
|
$
|
20,400
|
|
|
$
|
77,740
|
|
|
$
|
|
|
|
$
|
98,140
|
|
Christopher E. Cragg
|
|
$
|
25,200
|
|
|
$
|
77,740
|
|
|
$
|
|
|
|
$
|
102,940
|
|
Thomas W. Powell
|
|
$
|
18,000
|
|
|
$
|
858,214
|
|
|
$
|
390,000
|
|
|
$
|
1,266,474
|
|
Stephen W. Seale, Jr.
|
|
$
|
20,700
|
|
|
$
|
77,740
|
|
|
$
|
|
|
|
$
|
98,440
|
|
Robert C. Tranchon
|
|
$
|
27,800
|
|
|
$
|
77,740
|
|
|
$
|
|
|
|
$
|
105,540
|
|
Ronald J. Wolny
|
|
$
|
25,500
|
|
|
$
|
77,740
|
|
|
$
|
|
|
|
$
|
103,240
|
|
|
|
|
(1) |
|
The amounts in this column reflect the dollar amount recognized
for financial statement reporting purposes for the fiscal year
ended September 30, 2009, in accordance with FAS 123R of
awards, including awards granted in years prior to
September 30, 2009, pursuant to the Companys
long-term incentive compensation plan. The grant date fair
values of the stock awards granted are equivalent to the closing
stock price on the date of grant at $38.87 per share. |
|
(2) |
|
Except for the issuances referenced in footnote 3 below, all of
the referenced stock awards relate to the annual issuance of
2,000 shares of restricted stock to each of our directors,
which vest in two equal installments on the first and second
anniversaries of the date of grant. Excepting grants to newly
appointed directors, following any two years of service, each of
our directors would hold 3,000 shares of unvested
restricted stock (2,000 unvested shares from the most recent
issuance and 1,000 unvested shares from the prior years
issuance). |
|
(3) |
|
In addition to the grants referenced in footnote 2 above,
Mr. Powell was granted a stock award for 21,979 shares
of our common stock valued at $780,474 which represented a pro
rata portion of his award under the Companys Long-Term
Incentive Compensation Plan granted to him while serving as the
Companys Chief Executive Officer. He resigned after
serving for two years of the three year measurement period. |
|
(4) |
|
Thomas W. Powell resigned as the Companys Chief Executive
Officer effective September 30, 2008. He has retained his
position as Chairman of the Board and has been compensated as a
non-employee director since October 1, 2008. In addition,
on July 18, 2008, the Company and Mr. Powell entered
into a consulting agreement (the Consulting
Agreement) in connection with Mr. Powells
retirement. Pursuant to the Consulting Agreement,
Mr. Powell agreed to provide advice and perform certain
consulting services to the Company during the period commencing
October 1, 2008 and ending September 30, 2010, unless
the Consulting Agreement is earlier terminated pursuant to its
terms. The Company agreed to pay to Mr. Powell $60,000 per
quarter during the term of such Consulting Agreement. |
8
|
|
|
(5) |
|
Thomas W. Powell is also covered by the Companys Executive
Benefit Plan. Pursuant to Mr. Powells Executive
Benefit Agreement executed under such Plan, following normal
retirement after age 65 and having completed at least ten
years of continuous employment, he is entitled to salary
continuation payments of $150,000 per year for five years and
then $75,000 per year for ten years. |
CORPORATE
GOVERNANCE
The Company has established Corporate Governance Guidelines,
which may be found on the Governance page of the Companys
website, www.powellind.com. The Corporate Governance Guidelines
include the definition of independence used by the Company to
determine whether its directors and nominees for directors are
independent, which are the same qualifications prescribed under
the Marketplace Rules of The NASDAQ Stock Market. Pursuant to
the Companys Corporate Governance Guidelines, the
Companys non-management directors are required to meet in
separate sessions without management on a regularly scheduled
basis four times a year. Generally, these meetings occur as an
executive session without the management director in attendance
in conjunction with regularly scheduled meetings of the Board
throughout the year. Because the Chairman of the Board was also
formerly a member of management, the separate non-management
sessions are presided over by an independent director elected by
a majority of the non-management directors. If the
non-management directors include directors who are not
independent directors (as determined by the Board), because the
Chairman of the Board is not an independent director, the
independent directors separate session is presided over by
an independent director elected by a majority of the independent
directors.
Nomination
Process
The Nominating and Governance Committee will consider written
recommendations from stockholders for nominees for director. Any
such nominations should be submitted to the Nominating and
Governance Committee
c/o the
Secretary, Powell Industries, Inc., 8550 Mosley Drive, Houston,
TX 77075 and should be accompanied by the following information:
|
|
|
|
|
all information relating to such nominee that is required to be
disclosed pursuant to Regulation 14A under the Exchange Act
(including such persons written consent to being named in
the proxy statement as a nominee and to serving as a director if
elected);
|
|
|
|
the name(s) and address(es) of the stockholder(s) making the
nomination and the number of shares of the Companys Common
Stock which are owned beneficially and of record by such
stockholder(s); and
|
|
|
|
appropriate biographical information and a statement as to the
qualifications of the nominee.
|
The written recommendation should be submitted in the time frame
described under the caption Stockholder Proposals
below.
Nominees for director are selected on the basis of a number of
qualifications including their independence, knowledge,
judgment, character, leadership skills, education, experience,
financial literacy, standing in the community and ability to
foster a diversity of backgrounds and views and to complement
the Boards existing strengths. The Nominating and
Governance Committee initiates the process for identifying and
evaluating nominees to the Board of Directors by preparing a
slate of candidates who meet the criteria for selection as a
nominee and have any specific qualities or skills being sought
based on input from members of the Board. When formulating its
recommendations for potential Board nominees, the Nominating and
Governance Committee seeks
9
and considers advice and recommendations from management, other
members of the Board and may seek or consider advice and
recommendations from consultants, outside counsel, accountants,
or other advisors as the Nominating and Governance Committee or
the Board may deem appropriate.
The Nominating and Governance Committee evaluates the candidates
by reviewing their biographical information and qualifications,
with qualified nominees being interviewed by at least one member
of the Committee. Members of the Board also have an opportunity
to interview qualified nominees. The Nominating and Governance
Committee then determines, based on the background information
and the information obtained in the interviews, whether to
recommend to the Board that a nominee be nominated to fill a
directorship with an expiring term. Candidates recommended by
the Nominating and Governance Committee to fill a directorship
with an expiring term are presented to the Board for selection
as nominees to be presented for the approval of the
stockholders. The Nominating and Governance Committee
anticipates that a similar process will be used to evaluate
nominees recommended by stockholders, but has not previously
received a stockholder recommendation for a nominee for
director. The Nominating and Governance Committee typically is
responsible for recommending new members to the Board to fill
the unexpired term of a directorship vacated during the term or
new directorships created by any increase in the size of the
Board.
As provided in the Companys Bylaws, the Board is
authorized to nominate and elect a new director when a vacancy
occurs between annual meetings of stockholders. In the event of
a vacancy on the Board between annual meetings of the
Companys stockholders, the Board may request that the
Nominating and Governance Committee identify, review and
recommend qualified candidates for Board membership for Board
consideration to fill such vacancies. The Companys Bylaws
set the number of directors at nine but permit the Board to
increase the number up to fifteen directors upon a resolution
adopted by a majority of the Board. At present, the Company has
nine directors and the Board has not taken action to add any
additional directors. The Board is permitted by the Bylaws to
fill existing or newly created directorship slots by a majority
vote of the directors then in office.
Board membership criteria, which are disclosed in the
Companys Corporate Governance Guidelines on the Governance
page of the Companys website, www.powellind.com, are
determined by the Board with input from the Nominating and
Governance Committee. The Board is responsible for periodically
determining the appropriate skills, perspectives, experiences,
and characteristics required of Board candidates, taking into
account the Companys needs and current
make-up of
the Board. This assessment should include appropriate knowledge,
experience, and skills in areas deemed critical to understanding
the Company and its business, the candidates commitments
to the boards of other companies, and personal characteristics,
such as integrity and judgment. Each Board member is expected to
ensure that other existing and planned future commitments do not
materially interfere with the members service as a
director and that he or she devotes the time necessary to
discharge his or her duties as a director. It is the
Boards opinion that the qualification guidelines included
in the Companys Corporate Governance Guidelines are
currently appropriate, but it may change these guidelines as the
Companys and Boards needs warrant.
Code of
Ethics
The Company has adopted a Code of Business Conduct and Ethics
that applies to all employees, including its executive officers
and directors. A copy of the Companys Code of Business
Conduct and Ethics may be obtained at the Investor Relations
section of the Companys website, www.powellind.com, or by
written request addressed to the Secretary, Powell Industries,
Inc., 8550 Mosley Drive, Houston, Texas 77075. The Company
intends to satisfy the requirements under Item 5.05 of
Form 8-K
regarding disclosure of amendments to, or waivers from,
provisions
10
of its code of ethics that apply to the chief executive officer,
chief financial officer or controller by posting such
information on the Companys website.
Communications
with the Board of Directors
The Board of Directors, of which a majority are independent, has
unanimously approved a process for stockholders, or other
interested persons, to communicate with the Board of Directors.
This process is located on the Governance page of the
Companys website, www.powellind.com. The relevant document
is titled Procedures for Communication with
Directors.
In addition, stockholders, or other interested persons, wishing
to communicate with the Board of Directors for anonymous
complaints about accounting, internal accounting control and
auditing issues may call the Companys toll-free governance
hotline at 1-877-888-0002. The Audit Committee monitors these
calls. All calls are documented, and those reports that are
deemed to be substantive will be passed on to the Board.
Stockholders, or other interested persons, calling the hotline
should provide a sufficiently detailed description of the nature
of the matter that the person wishes to communicate with the
Board, as well as a name, telephone number, email address, or
other contact information so that the Company can either respond
to the communication or obtain additional information about the
matter.
Review,
Approval or Ratification of Transactions with Related
Persons
The Company reviews any transaction between the Company or a
subsidiary of the Company and any of our directors, executive
officers or any of their immediate family members or any nominee
for director or a holder of more than 5% of any class of our
voting securities is a participant and the amount of the
transaction exceeds $120,000. The Companys Code of
Business Conduct and Ethics requires disclosure by directors of
any situation that involves, or may reasonably be inferred to
involve, a conflict between a directors personal interests
and the interests of the Company. The Companys practice
when such matters have been disclosed has been to refer the
matter for consideration and final determination by the Audit
Committee or the independent directors of the Board, or both,
which have considered the fairness of the transaction to the
Company, as well as other factors bearing upon its
appropriateness. In all such matters, any director having a
conflicting interest abstains from voting on the matters.
NOMINATING
AND GOVERNANCE COMMITTEE REPORT
The Nominating and Governance Committee, upon its own
recommendation and approval of the independent members of the
Board of Directors, recommended that the Board nominate Joseph
L. Becherer, Patrick L. McDonald and Thomas W. Powell for
re-election as directors, subject to stockholder approval, for a
three-year term ending at the annual stockholder meeting in 2013
and has otherwise satisfied its responsibilities under its
charter.
11
The Nominating and Governance Committee of the Board of
Directors,
Robert C. Tranchon, Chairman
Eugene L. Butler
James F. Clark
SECURITY
OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of January 4, 2010
(unless otherwise indicated below), the beneficial ownership of
our common stock by each stockholder known to us to be the
beneficial owner of more than five percent (5%) of the
Companys outstanding common stock, each director and
nominee for director, each of the named executive officers, and
all named executive officers and directors as a group. Unless
otherwise indicated, the address for all current executive
officers and directors is
c/o Powell
Industries, Inc., 8550 Mosley Drive, Houston, Texas 77075.
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature
|
|
|
|
|
|
|
of Beneficial
|
|
|
|
|
Name of Beneficial Owner
|
|
Ownership(1)
|
|
|
Percent of Class
|
|
|
Thomas W. Powell
|
|
|
2,674,968
|
(2)
|
|
|
23.2
|
%
|
PO Box 12818
Houston, Texas 77217
|
|
|
|
|
|
|
|
|
Royce & Associates, L.L.C.
|
|
|
753,548
|
(3)
|
|
|
6.5
|
%
|
1414 Avenue of the Americas
New York, New York 10019
|
|
|
|
|
|
|
|
|
Joseph L. Becherer
|
|
|
18,371
|
(4)
|
|
|
*
|
|
Eugene L. Butler
|
|
|
13,000
|
(4)(5)
|
|
|
*
|
|
James F. Clark
|
|
|
11,000
|
(4)
|
|
|
*
|
|
Christopher E. Cragg
|
|
|
4,000
|
(4)
|
|
|
*
|
|
Milburn E. Honeycutt
|
|
|
6,279
|
(6)
|
|
|
*
|
|
Don R. Madison
|
|
|
25,295
|
(7)
|
|
|
*
|
|
Patrick L. McDonald
|
|
|
9,014
|
(8)
|
|
|
*
|
|
Stephen W. Seale, Jr.
|
|
|
22,414
|
(4)
|
|
|
*
|
|
Robert C. Tranchon
|
|
|
10,100
|
(4)
|
|
|
*
|
|
Ronald J. Wolny
|
|
|
24,150
|
(4)
|
|
|
*
|
|
All Executive Officers and Directors as a group (11 persons)
|
|
|
2,828,591
|
(9)
|
|
|
24.5
|
%
|
|
|
|
* |
|
Less than one percent (1%). |
|
(1) |
|
The persons listed have sole voting power and sole investment
power with respect to the shares beneficially owned by them,
except as otherwise indicated. |
|
(2) |
|
Mr. Powell has sole voting power and sole investment power
with respect to 2,409,494 of such shares, of which 529,666 are
held directly, 1,798,628 are held by TWP Holdings, Ltd., a
partnership controlled by Mr. Powell, 2,000 shares of
restricted stock issued in accordance with the Companys
Non-Employee Director Restricted |
12
|
|
|
|
|
Stock Plan and 79,200 are shares subject to stock options which
are exercisable within 60 days of January 4, 2010 by
Mr. Powell. Also includes 260,860 shares held by the
Thomas Walker Powell Trust, of which Mr. Powell is a
co-trustee and shares voting and investment power with respect
to the shares held by such trust with the other co-trustees,
Michael W. Powell and Holly C. Powell Pruitt. Also includes
3,817 shares allocated to the account of Mr. Powell
under the Powell Industries, Inc. Employee Stock Ownership Plan
and 797 shares held in trust for the account of
Mr. Powell under the Employees Incentive Savings Plan of
the Company. |
|
(3) |
|
The shares set forth in the table reflect the number of shares
owned as of September 30, 2009, based on a
Schedule 13F dated November 10, 2009 filed by
Royce & Associates, LLC. Royce & Associates,
LLC owned beneficially 753,548 shares of the Common Stock
of the Company. |
|
(4) |
|
Includes 3,000 shares of restricted stock issued in
accordance with the Companys Non-Employee Director
Restricted Stock Plan. |
|
(5) |
|
Includes 4,000 shares subject to stock options which are
exercisable within 60 days of January 4, 2010. |
|
(6) |
|
Includes 750 shares subject to stock options which are
exercisable within 60 days of January 4, 2010 and
435 shares allocated to Mr. Honeycutts account
in the ESOP. |
|
(7) |
|
Includes 14,600 shares subject to stock options which are
exercisable within 60 days of January 4, 2010 and
972 shares allocated to Mr. Madisons account in
the ESOP. |
|
(8) |
|
Includes 274 shares allocated to Mr. McDonalds
account in the ESOP. |
|
(9) |
|
Includes 89,750 shares subject to stock options which are
exercisable within 60 days of January 4, 2010 and
23,000 shares of restricted stock issued in accordance with
the Companys Non-Employee Director Restricted Stock Plan. |
EXECUTIVE
OFFICERS
The following table provides information regarding the executive
officers of the Company who are not also a director or a nominee
for director. The officers of the Company serve at the
discretion of the Board of Directors of the Company.
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Age
|
|
|
Since
|
|
|
Position
|
|
Don R.
Madison(1)
|
|
|
52
|
|
|
|
2001
|
|
|
Executive Vice President and Chief Financial and Administrative
Officer
|
Milburn E.
Honeycutt(2)
|
|
|
46
|
|
|
|
2005
|
|
|
Vice President and Controller
|
|
|
|
(1) |
|
Mr. Madison was elected Executive Vice President and Chief
Financial and Administrative Officer of the Company by the Board
of Directors at its February 23, 2007 meeting which
election became effective on that date. Mr. Madison had
previously served as Vice President and Chief Financial Officer
of the Company since October 2001. |
|
(2) |
|
Mr. Honeycutt was elected Vice President of the Company by
the Board of Directors at its April 15, 2005 meeting which
election became effective on that date. From October 2003
through April 2005, Mr. Honeycutt served as Vice President
and Controller of Synagro Technologies, Inc. Prior to that,
Mr. Honeycutt served in several capacities with Comfort
Systems USA, Inc., including Senior Vice President of Finance,
Operations, and Corporate Controller. Mr. Honeycutt joined
Comfort Systems USA in June 1997. |
13
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
Compensation
Objectives
The Companys executive compensation programs reflect its
culture and philosophy that executives are hired to devise and
execute strategies that create long-term stockholder value
consistent with our Companys mission and are appropriately
rewarded for doing so. The objectives of our executive
compensation programs are 1) to attract and retain
executives that possess abilities essential to the
Companys long-term competitiveness and success and
2) to support a performance-oriented environment. The
Companys compensation program for executive officers is
based on the simple principles of paying officers competitively
and designing compensation programs that support achievement of
both short and long term objectives.
What the
Compensation Programs Reward
The Companys executive compensation programs reward
decision-making that creates long-term stockholder value,
including but not limited to:
|
|
|
|
|
The Companys financial performance;
|
|
|
|
The accomplishment of long-term strategic objectives;
|
|
|
|
The development of the Companys top management team;
|
|
|
|
Specific objectives assigned to the named executive officers;
|
|
|
|
Leadership; and
|
|
|
|
Presentations to financial investors.
|
Elements
of Compensation: Why We Chose Each, How Each was Related to Our
Objectives and How We Determined the Amounts
The Companys executive compensation program is comprised
of the following elements:
|
|
|
|
|
Base Salary;
|
|
|
|
Short-term Cash Incentive Compensation;
|
|
|
|
Long-term Equity Compensation Incentive Plan, or LTIP; and
|
|
|
|
Benefits and Certain Perquisites.
|
General. The Compensation
Committee considers Company and individual-specific historical
information and data derived from market sources, including the
results of surveys from compensation consultants regarding
related-industry companies, as points of reference for the
appropriate mix of compensation elements. To effectively
attract, retain and incentivize the best possible executive
talent, it is the Companys opinion that an
executives total potential compensation should be
attractive, but not guaranteed. The total amount of cash
compensation that our executives may earn is contingent upon the
Company achieving certain performance measures that are
established by the Compensation Committee. The Compensation
Committee expects executives to focus on the Companys
14
long-term success. The compensation program is designed to
motivate executives to take actions that are best for the
Companys long-term performance.
With regard to studies performed for the Company by compensation
consultants, since 2006 three separate studies were made to aid
the Company in compensation issues. The 2006 study was performed
by Watson Wyatt and dealt mainly with developing the
Companys incentive plans, namely the Long-term Equity
Incentive Plan. This study included recommendations for target,
maximum and threshold (minimum) percentages of salary to be
included in the plan, a recommendation for using earnings per
share as the performance criterion, and recommendations of
maximum and threshold percentages of target earnings per share
value to be included in the plan. The Companys incentive
plans closely follow these recommendations.
In 2008, the Company utilized a competitive compensation
analysis and study prepared by Hewitt to determine total
compensation for the named executives and also to review
director compensation levels. This analysis and study was based
upon Hewitts Total Compensation Data Base. The results of
the study noted that total compensation for the Companys
named executive officers as well as for the directors were
aligned with or below the 50th percentile of similar
revenue companies.
In 2009, the Company engaged Hewitt again to prepare a more
detailed benchmarking study and analysis of total compensation
for its named executives and directors. The results of this
study were used to verify total compensation awards for fiscal
2009 as well as for determining compensation awards for 2010.
The comprehensive 2009 Hewitt study utilized two independent
benchmarking methods for determining total compensation. The
first method first identified a Proxy Peer Group consisting of
11 companies based on selection criteria including
revenues, assets, market capitalization, scope of operations and
labor market. The data source included proxy statements,
8-K filings,
and Form 4 filings.
These 11 Peer Group Companies are identified hereafter. The
second method involved a Diversified Peer Group consisting of
78 companies in the general electrical, industrial and
manufacturing fields with generally comparable positions and
operations to the Company. The data source with this method
utilized Hewitts Total Compensation Measurement Data Base.
The 78 companies are also identified hereafter. The results
of the 2009 Hewitt study again verified that total compensation
for the Companys named executive officers and directors is
aligned with or below the 50th percentile of peer group
companies.
15
Proxy
Peer Group
Advanced
Energy Industries, Inc.
Altra Holdings Inc.
AZZ Inc.
CTC Corporation
DXP Enterprises Inc.
ENGlobal Corporation
ESCO Technologies Inc.
Franklin Electric Company, Inc.
Integrated Electrical Services, Inc.
Methode Electronics Inc.
Power-One Inc.
Diversified
Peer Group
|
|
|
|
|
|
|
3M
|
|
Eaton Corporation
|
|
MEI Inc.
|
|
Steelcase Inc.
|
Alabama Electric Cooperative
|
|
Emerson Electric
|
|
Milacron Inc
|
|
Stihl Incorporated
|
Alter Trading Corporation
|
|
ESCO Technologies Inc.
|
|
Mine Safety Appliances Co
|
|
Sypris Solutions, Inc.
|
Ameron International Corporation
|
|
Federal Signeal
|
|
Motorola, Inc.
|
|
Terex Corporation
|
Arrow Electronics, Inc.
|
|
FMC Technologies
|
|
Nintendo of America
|
|
Textron Inc.
|
Ball Corporation
|
|
Fortune Brands, Inc.
|
|
O. C. Tanner Company
|
|
The Marmon Group, Inc
|
Belden Inc.
|
|
General Electric Company
|
|
Oil States International, Inc
|
|
Thermadyne Holdings
|
Brady Corporation
|
|
Graco Inc.
|
|
OMNOVA Solutions, Inc.
|
|
Thomas & Betts Corporation
|
Briggs & Straton Corporation
|
|
Haworth, Inc.
|
|
Owens-Illinois, Inc.
|
|
Toshiba America, Inc
|
Bunge Limited
|
|
Herman Miller, Inc.
|
|
Panasonic Corporation of North America
|
|
TriMas Corporation
|
Cameron Drilling and Production
|
|
Honeywell International Inc.
|
|
Panduit Corp.
|
|
Tyco International
|
Cameron International Corporation
|
|
Hubbell Incorporated
|
|
Parker Hannifin Corporation
|
|
United Technologies Corporation
|
Case New Holland
|
|
Illinois Tool Works Inc.
|
|
Phillips Electronics Corporation
|
|
Valmont Industries, Inc.
|
Caterpillar Inc.
|
|
Ingersoll-Rand Company
|
|
Rockwell Autonotion
|
|
Valves & Measurement
|
CHS Inc.
|
|
ITT Corporation
|
|
Sauer-Danfoss Inc.
|
|
W. L. Gore & Associates, Inc.
|
Compressions Systems
|
|
Joy Global Inc.
|
|
Schneider Electric USA
|
|
W. W. Grainger, Inc.
|
Cooper Industries, Inc.
|
|
Kaman Corporation
|
|
Siemens
|
|
Walter Industries, Inc.
|
Deere & Company
|
|
Lord Corporation
|
|
Solar Turbines Incorporated
|
|
Waters Corporation
|
Diebold, Incorporated
|
|
Manitowoc Company, Inc.
|
|
Solectron Corporation
|
|
Westinghouse Electric Co.
|
Dover Corporation
|
|
|
|
|
|
Woodward Governor Company
|
Base Salary. The Company pays
base salary to executive officers in order to compensate them
for
day-to-day
services rendered to the Company over the course of each year.
Salaries for executive officers are reviewed annually by the
Compensation Committee. In determining individual salaries, the
Compensation Committee considers the scope of the
executives job responsibilities, unique skill sets and
experience, individual contributions, market conditions, current
compensation as compared to the results of surveys of
related-industry companies conducted by compensation consultants
hired by the Compensation Committee, as well as the specific
actions and strategic activities of such executive officer for
the prior year and the financial plan of the Company for the
coming year. In
16
particular, the Compensation Committee reviews each
executives job performance for the prior year, from both a
quantitative aspect and a qualitative aspect. On the
quantitative side, the Compensation Committee will look at the
Companys financial performance in several areas as noted
below under Compensation Decisions for 2009,
although the Compensation Committee does not attribute any level
of compensation to any particular financial measure. On the
qualitative side, the Compensation Committee reviews its
relationship and dealings with each particular executive over
the course of the prior year and the level of professionalism
and judgment of each particular executive.
Incentive Awards and Plans. The
Companys total compensation plan for the named executive
officers includes two incentive based awards, namely a short
term cash incentive and a long term incentive plan which is
equity based. The performance criterion used as a basis of award
for both plans is earnings per share which both the Company and
its compensation consultant believe is a most meaningful method
to determine overall performance. The short term cash incentive
is an annual award based upon earnings per share results
compared to plan for the past fiscal year and is awarded at the
end of the fiscal year. The Long-term Equity Incentive
Compensation Plan is an equity award based upon an accumulated
three year total of the earnings per share results compared to
plan and is awarded after the third year. The development of the
Companys incentive awards follows industry practices and
is in line with our consultants recommendations.
Initially, the percentage of salary for target awards for each
incentive plan is established. These percentages of salary vary
for each of the named executive officers and for each plan and
are set by the Compensation Committee based on factors including
position or grade level and responsibilities within the Company.
Next, the Committee establishes threshold or minimum percentages
of salary which may be awarded if targets are not met and also,
maximum percentages of salary if targets are exceeded. The
specific information is provided on the included tables. After
establishing salary percentages for each plan, the Committee
then determines target earnings per share goals as well as
threshold earnings per share which represent the results
required for any award and earnings per share results for
maximum possible awards. In summary, both plans include
thresholds, which, if earnings per share results fall below
these values, no awards are made. The plans also are capped at a
maximum possible award, even if earnings per share results
exceed the maximum. As stated, the Committee sets the target,
threshold and maximum earnings per share forecasts for both
plans and awards. Factors and considerations used by the
Committee to determine the earnings per share forecasts include
industry conditions, client conditions, forecasts using publicly
published data, financial industry forecasts, market research,
and in-house research and forecasts.
Short-term Cash Incentive
Compensation. The Company utilizes cash
incentive pay in order to incentivize the achievement of
specific operating results each year and to encourage short-term
performance. The methodology for determining annual cash
incentive pay is identical for each of our named executive
officers. The Compensation Committee determines Company and
objectives on an annual basis. For fiscal 2009, the Compensation
Committee considered the Companys performance based on
earnings per fully diluted share for short-term cash incentive
compensation determinations. The Compensation Committee reviews
the recommended cash incentive compensation potential of each
executive officer and may revise, upward or downward, the
threshold, target and maximum percentages of base salary that
can be awarded based on the objectives initially set.
17
The table below sets forth the short-term cash incentive
compensation for each named executive officer.
Short-term
Cash Incentive Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target
|
|
|
Minimum
|
|
|
Maximum
|
|
|
|
Earnings Per Share
|
|
|
Earnings Per
Share(1)
|
|
|
Earnings Per
Share(2)
|
|
Named Executive Officer
|
|
(Percent of Base Salary)
|
|
|
(Percent of Base Salary)
|
|
|
(Percent of Base Salary)
|
|
|
Patrick L. McDonald
|
|
|
100
|
%
|
|
|
50
|
%
|
|
|
100
|
%
|
Donald R Madison
|
|
|
80
|
%
|
|
|
40
|
%
|
|
|
80
|
%
|
Milburn E. Honeycutt
|
|
|
50
|
%
|
|
|
25
|
%
|
|
|
50
|
%
|
|
|
Notes: |
(1) The
minimum earnings per share is 50% of target earnings per share.
|
(2) The
maximum earnings per share is equal to the target earnings per
share
Long-term Equity Incentive Compensation
Plan. It is the Companys opinion
that the interests of stockholders are best served when a
portion of employee compensation is tied to equity ownership.
Pursuant to the Companys incentive compensation plan, as
amended, the Compensation Committee is authorized to grant stock
options, stock appreciation rights, restricted stock awards,
restricted stock unit awards and other equity-based awards.
Historically, the Company has used either stock options or
restricted stock awards as a means to incentivize long-term
employment and performance and to align individual compensation
with the objective of building long-term stockholder value.
The Compensation Committees practice is to make all annual
compensation decisions, including approval of equity awards to
named executive officers, at its regularly scheduled September
meeting. These awards subsequently become effective upon the
Board of Directors approval of the Companys annual
operating plan, which occurs in a Board meeting that immediately
follows the Compensation Committees meeting on the same or
the following day. The Compensation Committees practice is
to award restricted stock unit awards based on the average of
NASDAQs high and low price of the Companys Common
Stock on the effective date of the grant.
The Compensation Committee exercises discretion in determining
the number and type of equity awards to be given to our named
executive officers as long-term incentive compensation. In
exercising its discretion, the Compensation Committee considers
a number of factors, including individual responsibilities,
competitive market data, stock price performance, and individual
and Company performance. Subject to the express provisions of
the incentive compensation plan and directions from the Board,
the Compensation Committee is authorized, among other things,
(i) to select the executives to whom equity awards will be
granted; (ii) to determine the type, size and terms and
conditions of equity awards, including vesting provisions and
whether such equity awards will be time or performance based;
and (iii) to establish the terms for treatment of equity
awards upon a termination of employment. In setting individual
awards for the annual grants made in 2007, 2008 and 2009, the
Compensation Committee considered incentive levels that were
recommended by Watson-Wyatt in 2006. In September 2009, the
Compensation Committee targeted a 100% allocation of the total
long-term equity incentive value to be comprised of long-term
performance-vesting restricted stock unit awards.
Vesting of restricted stock unit awards given to named executive
officers in October 2006, 2007, 2008 and 2009 is dependent on
1) such officers continued service for three years
following the award and 2) the Company achieving specified
relative earnings per share performance objectives over such
three-year period. Accordingly, vesting of restricted stock
units awarded in October 2009 occurs at the end of fiscal 2012.
18
The table below sets forth long-term equity compensation for
each named executive officer.
Long-term
Equity Incentive Compensation Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target
|
|
|
Minimum
|
|
|
Maximum
|
|
|
|
Earnings Per Share
|
|
|
Earnings Per
Share(1)
|
|
|
Earnings Per
Share(2)
|
|
Named Executive Officer
|
|
(Percent of Base Salary)
|
|
|
(Percent of Base Salary)
|
|
|
(Percent of Base Salary)
|
|
|
Patrick L. McDonald
|
|
|
100
|
%
|
|
|
50
|
%
|
|
|
150
|
%
|
Donald R Madison
|
|
|
50
|
%
|
|
|
25
|
%
|
|
|
75
|
%
|
Milburn E. Honeycutt
|
|
|
40
|
%
|
|
|
20
|
%
|
|
|
60
|
%
|
|
|
Notes: |
(1) The
minimum earnings per share is 80% of target earnings per share.
|
(2) The
maximum earnings per share is 150% of the target earnings per
share.
In summary, the Companys Long-term Equity Incentive
Compensation Plan provides for the following key factors:
|
|
|
|
|
Aligns the interest of management with the long term interests
of the shareholders,
|
|
|
|
Allows award payments directly linked to the long term company
performance and is an effective means of attracting and
retaining key talent,
|
|
|
|
Communicates with clarity the objectives of the Plan, and
|
|
|
|
Describes the mechanics of the Plan to both the named executive
officers and the shareholders.
|
In addition, the operational features of the Long-term Equity
Incentive Compensation Plan can be summarized as follows:
|
|
|
|
|
Each performance cycle lasts three years and a new performance
cycle commences each year resulting in overlapping performance
cycles.
|
|
|
|
Plan participants receive a performance contingent grant of
restricted shares at the start of each performance cycle. The
number of restricted shares is based upon salary and the share
price on the date of grant and represents the target number of
shares that may be ultimately earned.
|
|
|
|
The actual number of shares earned will increase or decrease by
a factor of 0-150% of the number of performance contingent
restricted stock shares initially granted depending on the
achievement of performance goal (earnings per share) established
at the start of the performance cycle.
|
|
|
|
The ultimate value of awards depends on the number of shares
earned and the share price at the end of the performance cycle.
|
Perquisites and Benefits: The
Company provides its named executive officers with a very
limited number of perquisites that in the Companys and the
Compensation Committees opinions are reasonable and
consistent with its overall compensation program, and necessary
to remain competitive. The Compensation Committee periodically
reviews the levels of perquisites provided to the named
executive officers. Costs associated with perquisites provided
by the Company are included in the footnote to the Summary
Compensation Table for Fiscal 2009, 2008 and 2007 appearing on
page 24 of this proxy. The perquisites provided include use
of a Company vehicle, for the chief executive officer, or a
vehicle allowance, for the Companys other named executive
officers.
19
401(k) Plan. Powell Industries,
Inc. 401(k) Plan is a tax-qualified retirement savings plan in
which most U.S. employees, including the named executive
officers, are eligible to participate. Key elements of the plan
include: participants may elect to make contributions on a
pre-tax basis, contributions are limited by the tax code, the
Company matches 100 percent of the first 4 percent of
pay that is contributed to the savings plan, and all employee
contributions vest immediately.
ESOP. Powell Industries, Inc.
Employee Stock Ownership Plan is a tax-qualified plan in which
most U.S. employees, including the named executive
officers, are eligible to participate. This plan was initially
funded in 1992 with 793,525 shares. As of December 31,
2008, all shares were distributed to plan participants. The
Company has no plans to contribute additional shares to the plan.
Deferred Employees Compensation
Plan. The named executive officers are
eligible to participate in the Powell Industries, Inc. Deferred
Compensation Plan, which is a non-qualified, unfunded retirement
savings plan. This plan provides the opportunity to increase
deferrals of base salary and to elect deferrals of IC awards.
Key elements of the plan include: participants can contribute up
to 50 percent of their base salary and 100 percent of
their short-term cash incentive compensation awards, base salary
and short-term cash incentive compensation deferrals not
eligible for an employer matching contribution, and all
contributions vest immediately.
Change in Control. In addition
to change in control provisions found in the Companys
compensation and defined benefit plans which apply to all
participants in those plans, the Company has an executive
severance plan in which all named executive officers
participate. However, the Board may terminate this executive
severance plan in its sole discretion at any time.
In the event of a change in control, each named executive
officer will receive their maximum payout factors for both
long-term equity incentive compensation and short-term cash
incentive compensation. Additionally, all unvested stock
options, SARs, restricted stock and restricted stock units vest
immediately. Stock options and SARs remain exercisable over the
normal life of the grant. Change in control is defined as when
one or more of the following occur:
|
|
|
|
|
Any acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
Person) of beneficial ownership (within the meaning
of
Rule 13d-3
under the Exchange Act) of 35% or more of either (A) the
then outstanding shares of common stock of the Company (the
Outstanding Common Stock) or (B) the combined
voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of the Board
of Directors of the Company (the Outstanding Voting
Securities);
|
|
|
|
The merger or consolidation of the Company with any other entity
if any person or group of persons (as defined in
Rule 13d-5),
together with his or its affiliates, is the beneficial owner,
directly or indirectly, of 35% or more of the surviving
entitys then outstanding securities entitled generally to
vote for the election of the surviving entitys directors;
|
|
|
|
Continuing Directors no longer constitute a majority of the
Board; the term Continuing Director means any
individual who is a member of the Board on the date hereof or
was nominated for election as a director by, or whose nomination
as a director was approved by, the Board with the affirmative
vote of a majority of directors who were members of the Board on
the date hereof; or
|
|
|
|
The Company transfers substantially all of its assets to another
corporation which is a less than 80% owned subsidiary of the
Company.
|
20
The Company does not have any special severance agreements or
packages (such as golden parachutes) under which payments are to
be made to any named executive officer. Potential payments to
named executive officers may, however, be available under the
terms of existing compensation and benefit programs in the case
of 1) termination (including voluntary separation,
termination for cause or long-service separation) or 2) a
change in control of the Company.
Terms of
Potential Payments Termination
The terms of potential payments to named executive officers in
each of the following termination scenarios under existing
compensation and benefit programs follows:
|
|
|
|
|
Voluntary Separation (resignation)
|
|
|
|
Termination for Cause (termination)
|
|
|
|
Long Service Separation (retirement)
|
Short-term cash incentive
compensation. In the event of retirement
at September 30, 2009, named executive officers would be
eligible to receive the amount otherwise payable to them for the
2009 plan year under their applicable short-term cash incentive
compensation. In the case of termination or resignation at
September 30, 2009, the named executive officer would
forfeit all short-term cash incentive compensation. Potential
amounts and assumptions regarding the short-term cash incentive
compensation are included in the Potential Payments upon
Termination or Change of Control at Fiscal Year-End table on
page 29.
Long-term performance awards. In
the event of retirement at September 30, 2009, named
executive officers would be eligible to receive amounts
otherwise payable to them under the long-term incentive
compensation feature of the Companys 1996 Stock Option and
Long-Term Incentive Plan (long-term plan). The named executive
officers eligibility and award amount would be determined
at the conclusion of the performance period, depending on the
achievement of the established performance criteria. Potential
amounts and assumptions regarding the long-term incentive
compensation are included in the Potential Payments upon
Termination or Change of Control at Fiscal Year-End table on
page 29. These terms are applicable to all employees
covered by the long-term plan.
Deferred compensation. The
Nonqualified Deferred Compensation during Fiscal 2009 on
page describes unfunded, non-qualified
deferred compensation plans that permit the deferral of salary,
bonus and short-term cash incentive compensation awards by named
executive officers. These plans do not provide for matching
contributions by the Company. Named executive officers are
eligible to receive the amount in their deferred compensation
account following termination under any termination scenario
unless the named executive elects to further defer payment as
permitted by the plans. The Nonqualified Deferred Compensation
column of the Potential Payments upon Termination or Change of
Control at Fiscal Year-End table on page 29 assumes the
named executive officer terminated employment at
September 30, 2009 with no further deferral of payments.
Severance pay. Other than in
accordance with the terms of existing compensation and benefit
programs discussed above, no special severance payments will be
made to any named executive officers including in the event of a
change of control.
21
Terms &
Potential Payments Change in Control
Change in control provisions within our long and short-term
compensation programs generally provide for accelerated vesting
and do not provide for extra payments. For purposes of
short-term cash incentive compensation, acceleration means that
the participant would receive the maximum payout available to
such participant in the case of a change of control. These
change in control provisions are designed so that employees are
neither harmed nor given a windfall in the event of termination
of employment without cause or for good reason within
12 months following a change in control. The provisions are
intended to ensure that executives evaluate business
opportunities in the best interests of stockholders. The terms
are applicable to all employees covered by these plans and there
are no payments made for voluntary separation, resignation and
termination for cause.
Summary
of Overall Compensation Objectives
Consistent with the Companys compensation philosophy and
objectives discussed above, it is the Compensation
Committees opinion that its use of the three primary
elements of compensation described above provides competitive
salaries, allows opportunities for significant cash incentive
compensation to encourage short-term performance and establishes
significant long-term equity incentive opportunities aligned
with stockholder interests. The Company also adds value to the
compensation package of its named executive officers through
perquisites in the form of automobile use or automobile
allowance and contributions to the Companys 401(k) Plan.
How the
Company Determines Compensation for Executives
Performance Evaluation: Chief Executive
Officer. The Board evaluates the chief
executive officers performance based on:
|
|
|
|
|
The Companys financial performance;
|
|
|
|
The accomplishment of long-term strategic objectives;
|
|
|
|
The development of the Companys top management team;
|
|
|
|
Specific objectives assigned to the chief executive officer;
|
|
|
|
Leadership; and
|
|
|
|
Presentations to financial investors.
|
The Compensation Committee also reviews the information provided
by the compensation consultant and then makes recommendations to
the Board regarding the chief executive officers
compensation based on the market comparison and performance
assessment. The Board has the authority to exercise its
discretion regarding the chief executive officers
compensation. The Board, excluding the chief executive officer
who is not present during these discussions, makes final
decisions regarding the chief executive officers
compensation.
Performance Evaluations: Named Executive Officers other
than the Chief Executive Officer. Each
year the chief executive officer submits a performance
assessment and compensation recommendation for each of the other
named executive officers to the Compensation Committee. The
chief executive officer also participates in the discussions
with the Compensation Committee prior to their approval of
compensation for such officers. The performance evaluation is
based on factors such as:
|
|
|
|
|
Achievement of individual and the Companys objectives;
|
22
|
|
|
|
|
Contribution to the Companys performance; and
|
|
|
|
Leadership accomplishments.
|
The Compensation Committee also reviews the information provided
by the compensation consultant and either approves or adjusts
the chief executive officers recommendation. The committee
has the authority to exercise discretion regarding individual
performance awards.
Compensation
Decisions in 2009
Base Salary. In late 2008, the
Compensation Committee increased the fiscal 2009 base salaries
of each of our named executive officers by percentages ranging
between 3% and 28% over amounts paid in fiscal 2008. The 28%
increase for Mr. McDonald is primarily the result of
Mr. McDonalds promotion from Chief Operating Officer
to Chief Executive Officer. The base salary increases were given
after the Compensation Committee noted that the Company:
|
|
|
|
|
The Company experienced record revenues;
|
|
|
|
The Company experienced
year-to-year
EBIT and earnings per share growth in excess of 50%; and
|
|
|
|
The 2008 and 2009 peer and competitor compensation data from
Hewitt indicating that the base salaries of our named executive
officers were aligned with or below the market median.
|
In addition, the Compensation Committee considered the overall
performance and increasing size of the Company as well as the
recommendations of the chief executive officer, as it concerned
the compensation of the other named executive officers.
Short-term Cash Incentive Compensation and Long-term
Equity Incentive Compensation
Decisions. For fiscal 2009, the
Compensation Committee considered earnings per share in making
its short term cash incentive and long term equity incentive
determinations. The target earnings per share for fiscal 2009
was $1.75 vs. an actual earnings per share of $3.43. The target
accumulated 3 year total earnings per share for fiscal
2007, 2008 and 2009 was $4.40 versus actual earnings per share
of $6.57. Therefore, in accordance with each incentive plan the
short term cash incentive award was 100% of target and the long
term incentive equity award was 149% of target.
All compensation paid to or earned by the named executive
officers in fiscal 2009 is disclosed in the Summary Compensation
Table for Fiscal 2009, 2008 and 2007 on page 24 of this
proxy.
Deductibility
of Compensation
The goal of the Compensation Committee is to comply with the
requirements of Internal Revenue Code Section 162(m), to
the extent possible, with respect to long-term and short-term
incentive programs to avoid losing the deduction for
compensation in excess of $1,000,000 paid to any named executive
officer. The Company has generally structured performance-based
compensation plans with the objective that amounts paid under
those plans are tax deductible and the plans must be approved by
the Companys stockholders. However, the committee may
elect to provide compensation outside those requirements when
necessary to achieve its compensation objectives.
23
Executive
Compensation Tables
SUMMARY
COMPENSATION TABLE FOR FISCAL 2009, 2008 AND 2007
The following table provides certain summary information
concerning cash and certain compensation paid to the Chief
Executive Officer, Chief Financial Officer and all other
executive officers of the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
Compensation
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Earnings
|
|
|
Compensation(2)
|
|
|
Total
|
|
Name and Principal Position
|
|
Year
|
|
|
Salary ($)
|
|
|
Bonus ($)
|
|
|
($)(1)
|
|
|
($)(1)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Patrick L. McDonald,
|
|
|
2009
|
|
|
$
|
441,404
|
|
|
|
|
|
|
$
|
275,948
|
|
|
|
|
|
|
$
|
430,000
|
|
|
|
|
|
|
$
|
42,618
|
|
|
$
|
1,189,970
|
|
President and Chief
|
|
|
2008
|
|
|
$
|
391,257
|
|
|
|
|
|
|
$
|
90,812
|
|
|
|
|
|
|
$
|
224,250
|
|
|
|
|
|
|
$
|
27,063
|
|
|
$
|
733,382
|
|
Executive
Officer(3)
|
|
|
2007
|
|
|
$
|
161,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
156,900
|
|
|
|
|
|
|
$
|
20,934
|
|
|
$
|
338,954
|
|
Don R. Madison,
|
|
|
2009
|
|
|
$
|
318,100
|
|
|
|
|
|
|
$
|
306,984
|
|
|
|
|
|
|
$
|
247,000
|
|
|
$
|
39,066
|
|
|
$
|
36,226
|
|
|
$
|
947,376
|
|
Executive Vice President,
|
|
|
2008
|
|
|
$
|
286,790
|
|
|
|
|
|
|
$
|
101,018
|
|
|
|
|
|
|
$
|
216,000
|
|
|
$
|
(70,919
|
)
|
|
$
|
26,038
|
|
|
$
|
558,927
|
|
Chief Financial and Administrative Officer, Secretary and
Treasurer
|
|
|
2007
|
|
|
$
|
246,735
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
103,150
|
|
|
$
|
45,694
|
|
|
$
|
24,083
|
|
|
$
|
419,662
|
|
Milburn E. Honeycutt,
|
|
|
2009
|
|
|
$
|
200,769
|
|
|
|
|
|
|
$
|
160,825
|
|
|
|
|
|
|
$
|
97,500
|
|
|
|
|
|
|
$
|
32,434
|
|
|
$
|
491,528
|
|
Vice President and
|
|
|
2008
|
|
|
$
|
190,001
|
|
|
|
|
|
|
$
|
52,928
|
|
|
|
|
|
|
$
|
92,750
|
|
|
|
|
|
|
$
|
21,757
|
|
|
$
|
357,436
|
|
Controller of the Company
|
|
|
2007
|
|
|
$
|
185,526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
80,000
|
|
|
|
|
|
|
$
|
22,496
|
|
|
$
|
288,022
|
|
|
|
|
(1) |
|
The amounts in this column reflect the dollar amount recognized
for financial statement reporting purposes for the fiscal years
ended September 30, 2009, 2008 and 2007, in accordance with
FAS 123R, including awards granted in years prior to
September 30, 2007, pursuant to our incentive compensation
plan. |
|
(2) |
|
The amounts in this column reflect: |
|
|
|
|
|
Matching contributions allocated by the Company to each of the
named executive officers pursuant to the Powell Industries, Inc.
401(k) Plan;
|
|
|
|
Automobile allowances for Messrs. McDonald, Madison, and
Honeycutt of $30,000, $24,000 and $18,000, respectively; and
|
|
|
|
Contributions of the Companys common stock made by the
Company to each of the named executive officers under the Powell
Industries, Inc. ESOP based on the value of such common stock on
the date such shares were earned and on 137 shares being
allocated to each of the named executive officers for 2009 and
2008 and 161 shares being allocated to Messrs. Madison
and Honeycutt for 2007. Mr. McDonald did not participate in
this plan for 2007.
|
|
|
|
(3) |
|
Mr. McDonald served as President and Chief Operating
Officer of the Company from February 23, 2007 until Thomas
Powells retirement as Chief Executive Officer on
September 30, 2008, at which time Mr. McDonald
succeeded Mr. Powell as President and Chief Executive
Officer of the Company. |
24
GRANTS OF
PLAN BASED AWARDS IN FISCAL 2009
The following table shows equity awards granted to the named
executive officers during the fiscal year ended
September 30, 2009. The equity awards identified in the
table below are also reported in the Outstanding Equity Awards
at Fiscal Year-End table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Exercise or
|
|
|
Grant Date
|
|
|
|
|
|
|
Estimated Future Payouts Under
|
|
|
Estimated Future Payouts Under
|
|
|
Shares of
|
|
|
Securities
|
|
|
Base Price
|
|
|
Fair Value
|
|
|
|
|
|
|
Non-Equity Incentive Plan Awards
|
|
|
Equity Incentive Plan Awards
|
|
|
Stock or
|
|
|
Underlying
|
|
|
of Option
|
|
|
of Stock and
|
|
|
|
Grant
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Units
|
|
|
Options
|
|
|
Awards
|
|
|
Option
|
|
Name
|
|
Date
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
($/Sh)
|
|
|
Awards
($)(1)
|
|
|
Patrick L. McDonald
|
|
|
10/01/08
|
|
|
|
215,000
|
|
|
|
430,000
|
|
|
|
430,000
|
|
|
|
5,312
|
|
|
|
10,623
|
|
|
|
15,935
|
|
|
|
|
|
|
|
|
|
|
|
39.92
|
|
|
|
424,070
|
|
Don R. Madison
|
|
|
10/01/08
|
|
|
|
123,500
|
|
|
|
247,000
|
|
|
|
247,000
|
|
|
|
1,907
|
|
|
|
3,814
|
|
|
|
5,721
|
|
|
|
|
|
|
|
|
|
|
|
39.92
|
|
|
|
152,255
|
|
Milburn E. Honeycutt
|
|
|
10/01/08
|
|
|
|
48,750
|
|
|
|
97,500
|
|
|
|
97,500
|
|
|
|
964
|
|
|
|
1,927
|
|
|
|
2,891
|
|
|
|
|
|
|
|
|
|
|
|
39.92
|
|
|
|
76,926
|
|
|
|
|
(1) |
|
This value is based on the assumption that the target number of
shares are issued at the price set forth in the table. |
The following table summarizes information as of
September 30, 2009 about our equity incentive compensation
plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities Remaining
|
|
|
|
Number of Securities to be
|
|
|
Weighted-average
|
|
|
available for Future Issuance
|
|
|
|
Issued Upon Exercise of
|
|
|
Exercise Price of
|
|
|
Under Equity Compensation Plans
|
|
|
|
Outstanding Options,
|
|
|
Outstanding Options,
|
|
|
(Excluding Securities Shown in
|
|
Plan Category
|
|
Warrants and Rights
|
|
|
Warrants and
Rights(2)
|
|
|
the First
Column)(3)
|
|
|
Equity compensation plans approved by
shareholders(1)
|
|
|
302,330
|
|
|
$
|
17.14
|
|
|
|
1,292,553
|
|
Equity compensation plans not approved by shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
302,330
|
|
|
$
|
17.14
|
|
|
|
1,292,553
|
|
|
|
|
(1) |
|
Consists of shares of common stock issued or remaining available
for issuance under our Restricted Stock Plan, our 2000
Non-Employee Stock Option Plan, our 2006 Equity Compensation
Plan and our 1992 Stock Option Plan. |
|
(2) |
|
This weighted average exercise price applies only to
237,350 shares issuable upon exercise of outstanding
options under our 1992 Stock Option Plan. The remainder of the
outstanding securities are either unvested shares of restricted
stock or the target amounts of restricted stock units for which
there is no applicable exercise price. |
|
(3) |
|
Consists of 84,000 shares remaining available for issuance
under our Restricted Stock Plan, 33,000 shares remaining
available for issuance under our 2000 Non-Employee Stock Option
Plan, 675,553 shares remaining available for issuance under
our 2006 Equity Compensation Plan and 500,000 shares
remaining available for issuance under our 1992 Stock Option
Plan. |
25
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
The following table provides information on the holdings of
stock options and restricted stock unit awards of the named
executive officers at September 30, 2009. This table
includes unexercised and unvested options awards. Each
outstanding award is shown separately for each named officer.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
|
Market or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Payout Value
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Unearned
|
|
|
of Unearned
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Shares, Units
|
|
|
Shares, Units
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
or Other
|
|
|
or Other
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
Rights That
|
|
|
Rights That
|
|
|
|
Options
|
|
|
Options
|
|
|
Exercise
|
|
|
Option
|
|
|
Have Not
|
|
|
Have Not
|
|
|
|
(#)
|
|
|
(#)
|
|
|
Price
|
|
|
Expiration
|
|
|
Vested
|
|
|
Vested
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
($)
|
|
|
Date
|
|
|
(#)
|
|
|
($)
|
|
|
Patrick L. McDonald
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
3,716
|
(1)
|
|
$
|
142,657
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,623
|
(1)
|
|
$
|
407,817
|
(2)
|
Don R. Madison
|
|
|
4,500
|
|
|
|
|
|
|
$
|
15.10
|
|
|
|
6/25/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
10,100
|
|
|
|
4,400
|
|
|
$
|
18.44
|
|
|
|
6/24/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,583
|
(1)
|
|
$
|
137,551
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,814
|
(1)
|
|
$
|
146,419
|
(2)
|
Milburn E. Honeycutt
|
|
|
750
|
|
|
|
1,500
|
|
|
$
|
18.44
|
|
|
|
6/24/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,964
|
(1)
|
|
$
|
75,398
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,927
|
(1)
|
|
$
|
73,978
|
(2)
|
|
|
|
(1) |
|
Represents the number of shares underlying outstanding
restricted stock units that would be granted at target levels. |
|
(2) |
|
Based on the closing sales price per share of the Companys
common stock on September 30, 2009. |
26
OPTIONS
EXERCISED AND STOCK VESTED DURING FISCAL 2009
The following table sets forth information with respect to the
named executive officers concerning the exercise of stock
options and the receipt of stock awards during fiscal 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock
Awards(1)
|
|
|
|
Number of Shares
|
|
|
Value Realized
|
|
|
Number of Shares
|
|
|
Value Realized
|
|
|
|
Acquired on Exercise
|
|
|
on Exercise
|
|
|
Acquired on Vesting
|
|
|
on Vesting
|
|
Name
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
|
Patrick L. McDonald
|
|
|
|
|
|
|
|
|
|
|
7,771
|
(2)
|
|
$
|
275,948
|
(3)
|
Don R. Madison
|
|
|
|
|
|
|
|
|
|
|
8,645
|
(2)
|
|
$
|
306,984
|
(3)
|
Milburn E. Honeycutt
|
|
|
750
|
|
|
$
|
14,318
|
|
|
|
4,529
|
(2)
|
|
$
|
160,825
|
(3)
|
|
|
|
(1) |
|
The numbers and values represented in this table for stock
awards reflect pre-tax amounts. The Company withholds from the
amount reflected in this table for personal income tax
withholding. |
|
(2) |
|
The number of shares reflected herein represent the number of
shares earned as a result of the vesting of restricted stock
units during the fiscal year. |
|
(3) |
|
Based on the closing sales price of the Companys common
stock on September 30, 2009. |
27
NONQUALIFIED
DEFERRED COMPENSATION DURING FISCAL 2009
The following table sets forth information with respect to the
named executive officers nonqualified deferred compensation
during fiscal 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registrant
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
|
Contributions
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
|
Contributions
|
|
|
in Last
|
|
|
Earnings
|
|
|
Withdrawals/
|
|
|
Balance at
|
|
|
|
in Last Fiscal Year
|
|
|
Fiscal Year
|
|
|
in Last Fiscal Year
|
|
|
Distributions
|
|
|
Last Fiscal Year-End
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Patrick L. McDonald
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Don R. Madison
|
|
$
|
66,383
|
|
|
|
|
|
|
|
39,066
|
|
|
|
|
|
|
$
|
390,528
|
|
Milburn E. Honeycutt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
POTENTIAL
PAYMENTS UPON TERMINATION
OR CHANGE OF CONTROL AT FISCAL YEAR-END
The following table quantifies certain payments and benefits
that would become payable under existing plans and arrangements
if the named executive officers employment had terminated
on September 30, 2009. The information is provided relative
to the named executive officers compensation and service
levels as of the date specified. If applicable, they are based
on the Companys closing stock price on the specified date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before Change
|
|
After Change
|
|
|
|
|
|
|
|
|
|
|
|
|
in Control
|
|
in Control
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination w/o
|
|
Termination w/o
|
|
|
|
|
|
|
|
|
|
|
|
|
Cause or for
|
|
Cause or for
|
|
Voluntary
|
|
|
|
|
|
Change in
|
Name
|
|
Benefit
|
|
Good Reason
|
|
Good Reason
|
|
Termination(1)
|
|
Death
|
|
Disability
|
|
Control
|
|
Patrick L. McDonald
|
|
Severance Pay
|
|
$
|
|
|
|
$
|
1,290,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,290,000
|
|
|
|
Bonus Payment
|
|
$
|
|
|
|
$
|
1,290,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,290,000
|
|
|
|
Stock Option Vesting Acceleration
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Stock Award Acceleration
|
|
$
|
|
|
|
$
|
825,711
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
825,711
|
|
|
|
Health Care Benefit
|
|
$
|
|
|
|
$
|
45,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
45,000
|
|
|
|
Continuation Tax Gross-up
|
|
$
|
|
|
|
$
|
1,716,247
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,716,247
|
|
Don R. Madison
|
|
Severance Pay
|
|
$
|
|
|
|
$
|
926,250
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
926,250
|
|
|
|
Bonus Payment
|
|
$
|
|
|
|
$
|
741,025
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
741,025
|
|
|
|
Stock Option Vesting Acceleration
|
|
$
|
|
|
|
$
|
87,780
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
87,780
|
|
|
|
Stock Award Acceleration
|
|
$
|
|
|
|
$
|
425,956
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
425,956
|
|
|
|
Health Care Benefit Continuation
|
|
$
|
|
|
|
$
|
45,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
45,000
|
|
|
|
Tax Gross-up
|
|
$
|
|
|
|
$
|
1,107,117
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,107,117
|
|
Milburn E. Honeycutt
|
|
Severance Pay
|
|
$
|
|
|
|
$
|
585,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
585,000
|
|
|
|
Bonus Payment
|
|
$
|
|
|
|
$
|
292,500
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
292,500
|
|
|
|
Stock Option Vesting Acceleration
|
|
$
|
|
|
|
$
|
29,925
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
29,925
|
|
|
|
Stock Award Acceleration
|
|
$
|
|
|
|
$
|
224,063
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
224,063
|
|
|
|
Health Care Benefit Continuation
|
|
$
|
|
|
|
$
|
45,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
45,000
|
|
|
|
Tax Gross-up
|
|
$
|
|
|
|
$
|
585,138
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
585,138
|
|
29
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All members of the Compensation Committee are independent
directors, and none of them are present or past employees of the
Company. No member of the Compensation and Committee has had any
relationship with us requiring disclosure under Item 404 of
Regulation S-K
under the Exchange Act. None of the Companys executive
officers has served on the board or compensation committee (or
other committee serving an equivalent function) of any other
entity, one of whose executive officers served on the
Companys Board of Directors or the Compensation Committee.
COMPENSATION
COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the
Compensation Discussion and Analysis required by
Item 402(b) of
Regulation S-K
with management and, based on the review and discussion
referenced above, the Compensation Committee recommended to the
Board of Directors that the Compensation Discussion and Analysis
referred to above be included in this proxy statement.
The Compensation Committee of the Board of Directors,
Ronald J. Wolny, Chairman
Joseph L. Becherer
Christopher E. Cragg
Stephen W. Seale, Jr.
AUDIT
COMMITTEE REPORT
The Audit Committee reviewed the Companys audited
financial statements as of and for the year ended
September 30, 2009, and discussed them with management and
the Companys independent registered public accounting
firm. Based on such review and discussions, the Audit Committee
recommended to the Board that the Companys audited
financial statements be included in its Annual Report on
Form 10-K
for the year ended September 30, 2009 for filing with the
Commission. The Audit Committee also reviewed with management
and the Companys independent registered public accounting
firm the interim financial information included in the
Companys quarterly reports on
Form 10-Q
for the fiscal quarters ended December 31, March 31 and
June 30, 2009 prior to their being filed with the
Commission.
With and without management present, the Audit Committee
discussed and reviewed the results of the Companys
independent registered public accounting firms examination
of the Companys September 30, 2009 financial
statements. The discussion included matters related to the
conduct of the audit, such as the selection of and changes in
significant accounting policies, the methods used to account for
significant or unusual transactions, the effect of significant
accounting policies in controversial or emerging areas, the
process used by management in formulating particularly sensitive
accounting estimates and the basis for the auditors
conclusions regarding the reasonableness of those estimates,
significant adjustments arising from the audit, the basis for
managements accounting estimates and the disclosures in
the financial statements.
The Audit Committee discussed and reviewed with the
Companys independent registered public accounting firm all
communications required by generally accepted auditing
standards, including those described in Statement of Auditing
Standards No. 61, as amended, Communication with
Audit Committees.
30
The Audit Committee has received the written disclosures and the
letter from the Companys independent registered public
accounting firm required by applicable requirements of the
Public Company Accounting Oversight Board regarding the
Companys independent registered public accounting
firms communications with the Audit Committee concerning
independence. The Audit Committee also discussed with the
Companys independent registered public accounting firm any
relationships that may impact their objectivity and independence
and satisfied itself as to their independence.
This report of the Audit Committee shall not be deemed
incorporated by reference by any general statement incorporating
by reference this Proxy Statement into any filing under the
Securities Act of 1933, as amended (the Securities
Act), or the Exchange Act, except to the extent that the
Company specifically incorporates this information by reference,
and shall not otherwise be deemed filed under such Acts.
The Audit Committee of the Board of Directors,
Eugene L. Butler, Chairman
Christopher E. Cragg
Stephen W. Seale, Jr.
Robert C. Tranchon
31
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP has served as the Companys
independent registered public accounting firm for the year ended
September 30, 2009. It is anticipated that the Audit
Committee will appoint PricewaterhouseCoopers LLP as the
Companys independent registered public accounting firm for
the fiscal year ending September 30, 2010. Representatives
of PricewaterhouseCoopers LLP are expected to be present at the
Annual Meeting of Stockholders. They will have the opportunity
to make a statement if they desire to do so, and are expected to
be available to respond to appropriate questions.
The Audit Committee approved all services rendered by the
Companys independent registered public accounting firm
during the years ended September 30, 2009 and
September 30, 2008.
The Audit Committee has adopted the following procedure for
pre-approving audit services and other services to be provided
by the Companys independent auditors: specific services
are pre-approved from time to time by the Committee or by the
Committee Chairman on its behalf. As to any services approved by
the Committee Chairman, the approval is reported to the
Committee at the following meeting of the Committee.
Fees Paid
to the Companys Independent Registered Public Accounting
Firm
For 2009 and 2008, the Companys independent registered
public accounting firms fees for various types of services
to the Company were as shown below:
|
|
|
|
|
|
|
|
|
|
|
PricewaterhouseCoopers
|
|
|
|
2009
|
|
|
2008
|
|
|
Audit Fees
|
|
$
|
1,052,958
|
|
|
$
|
1,175,630
|
|
Audit-Related Fees
|
|
|
|
|
|
|
|
|
Tax Fees
|
|
|
|
|
|
|
|
|
Tax compliance services
|
|
|
58,500
|
(1)
|
|
|
115,600
|
(1)
|
Tax advisory services
|
|
|
14,330
|
(2)
|
|
|
|
|
All Other Fees
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
1,125,788
|
|
|
$
|
1,291,230
|
|
|
|
|
(1) |
|
Tax compliance services relate to the preparation and filing of
the U.S. Corporate Tax Return and state corporate income tax
returns for the Company and its subsidiaries. |
|
(2) |
|
Tax advisory services relate to consulting services with respect
to matters involving tax authorities. |
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires the Companys officers and directors, and persons
who own more than ten percent of a registered class of the
Companys equity securities, to file reports of ownership
and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater-than ten percent
stockholders are required by the regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on the Companys review of the copies of such
forms received by it, or written representations from certain
reporting persons that no Form 5 reports were required for
those persons, the Company believes that all filing requirements
applicable to its officers and directors and greater-than ten
percent beneficial owners during the year
32
ended September 30, 2009 were in compliance, except that
all of the Companys directors other than Mr. Powell
filed a Form 4 four days late to report their annual
restricted stock grants and Mr. Powell filed such report
six days late.
OTHER
MATTERS
As of the date of this statement, the Board of Directors has no
knowledge of any business which will be presented for
consideration at the meeting other than the election of three
directors of the Company. Should any other matters be properly
presented, it is intended that the enclosed proxy will be voted
in accordance with the best judgment of the persons voting the
matter.
ANNUAL
REPORT
An Annual Report to Stockholders and an Annual Report on
Form 10-K
covering the fiscal year of the Company ended September 30,
2009 are enclosed herewith. These reports do not form any part
of the material for solicitation of proxies.
STOCKHOLDER
PROPOSALS
Proposals of stockholders to be presented at the Annual Meeting
of Stockholders to be held in 2011 must be received at the
office of the Secretary of the Company no later than
September 13, 2010 in order to be included in the
Companys proxy statement and form of proxy relating to
that meeting.
Pursuant to the Companys bylaws, a stockholder that
intends to present business at the 2011 Annual Meeting and has
not submitted such proposal by the date set forth above must
notify the Secretary of the Company by November 28, 2010.
If such notice is received after November 29, 2010, then
the notice will be considered untimely, and the Company is not
required to present such business at the 2011 Annual Meeting.
All proposals must comply with applicable SEC regulations and
the Companys Bylaws as amended to date.
By Order of the Board of Directors
Thomas W. Powell
Chairman of the Board
Dated: January 11, 2010
33
ANNUAL MEETING OF STOCKHOLDERS OF
POWELL INDUSTRIES, INC.
February 26, 2010
NOTICE
OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card
are available at http://investor.shareholder.com/powell/annual-proxy.cfm
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
â Please detach along perforated line and mail in the envelope provided.
â
n |
20300000000000000000 5 |
022610 |
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
|
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|
|
1. |
Election of the nominees listed below (except as indicated below) to
the Board of Directors, class of 2013. |
|
|
2. |
|
In their discretion with respect to (1) any other matters as may properly come
before the meeting and any adjournment thereof, (2) approval of the minutes of
the prior meeting, if such approval does not amount to ratification of the action
taken at that meeting, (3) the election of any other person as a director if a
nominee named herein is unable to serve or for good cause will not serve, and (4)
matters incident to the conduct of the meeting.
|
o |
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|
NOMINEES: |
|
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|
|
|
|
|
FOR ALL NOMINEES |
¡ ¡
¡ |
JOSEPH
L. BECHERER
PATRICK L.
MCDONALD THOMAS W.
POWELL
|
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o |
|
WITHHOLD AUTHORITY
FOR ALL NOMINEES |
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o
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FOR ALL EXCEPT
(See instructions below) |
|
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|
If properly executed, this voting instruction will be voted as directed herein.
IF NO DIRECTION IS INDICATED WITH RESPECT TO THE ABOVE PROPOSALS,
SHARES ALLOCATED WILL BE VOTED FOR THE BOARD OF
DIRECTORS
NOMINEES. |
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INSTRUCTIONS:
To withhold authority to vote for any individual nominee(s), mark
FOR ALL EXCEPT and fill in the circle next to each
nominee you wish to withhold, as shown here:
=
|
|
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|
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|
To change the address on your account, please check the box
at right and indicate your new address in the address space
above. Please note that changes to the registered name(s)
on the account may not be submitted
via this method.
|
o |
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Signature
of Stockholder
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Date:
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Signature of Stockholder
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Date:
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Note: |
|
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
|
n
n
n
POWELL INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 26, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
As an alternative to completing this form, you may enter your vote instruction via the
Internet at WWW.VOTEPROXY.COM and follow the simple instructions. Use the Company Number and
Account Number shown on your proxy card.
The undersigned appoints Eugene L. Butler and James F. Clark, and each of them,
attorneys and agents with full power of substitution to vote all shares of common stock of Powell
Industries, Inc. which the undersigned would be entitled to vote if personally present at the
Annual Meeting of Stockholders of Powell Industries, Inc., to be held at the offices of Powell
Industries, Inc., 8550 Mosley, Houston, Texas, at 11:00 a.m., Central Standard Time, on February
26, 2010 at any adjournment thereof, as follows:
(Continued and to be signed on the reverse side.)
ANNUAL MEETING OF STOCKHOLDERS OF
POWELL INDUSTRIES, INC.
February 26, 2010
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PROXY VOTING INSTRUCTIONS
|
|
|
INTERNET - Access www.voteproxy.com and follow the
on-screen instructions. Have your proxy card available when you
access the web page, and use the Company Number and Account
Number shown on your proxy card.
Vote online until 11:59 PM EST the day before the meeting.
MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.
IN PERSON - You may vote your shares in person by attending the Annual Meeting.
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COMPANY NUMBER
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ACCOUNT NUMBER
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NOTICE OF INTERNET AVAILABILITY OF PROXY
MATERIAL: The Notice of Meeting, proxy statement and proxy
card are available at http://investor.shareholder.com/powell/annual-proxy.cfm
â Please detach along perforated line and mail in the envelope provided IF you are not voting via the Internet.
â
n 20300000000000000000
022610
|
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|
|
|
|
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
|
x |
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|
1. |
Election of the nominees listed below (except as indicated below) to
the Board of Directors, class of 2013. |
|
|
2. |
|
In their discretion with respect to (1) any other matters as may properly come
before the meeting and any adjournment thereof, (2) approval of the minutes of
the prior meeting, if such approval does not amount to ratification of the action
taken at that meeting, (3) the election of any other person as a director if a
nominee named herein is unable to serve or for good cause will not serve, and (4)
matters incident to the conduct of the meeting.
|
o |
|
|
NOMINEES: |
|
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|
|
|
|
|
|
|
FOR ALL NOMINEES |
¡ ¡
¡ |
JOSEPH
L. BECHERER
PATRICK L.
MCDONALD THOMAS W.
POWELL
|
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o |
|
WITHHOLD AUTHORITY
FOR ALL NOMINEES |
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o
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FOR ALL EXCEPT
(See instructions below) |
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|
If properly executed, this voting instruction will be voted as directed herein.
IF NO DIRECTION IS INDICATED WITH RESPECT TO THE ABOVE PROPOSALS,
SHARES ALLOCATED WILL BE VOTED FOR THE BOARD OF
DIRECTORS
NOMINEES. |
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INSTRUCTIONS:
To withhold authority to vote for any individual nominee(s), mark
FOR ALL EXCEPT and fill in the circle next to each
nominee you wish to withhold, as shown here:
=
|
|
|
|
|
|
To change the address on your account, please check the box
at right and indicate your new address in the address space
above. Please note that changes to the registered name(s)
on the account may not be submitted
via this method.
|
o |
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Signature
of Stockholder
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Date:
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|
Signature of Stockholder
|
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|
Date:
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|
Note:
|
|
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly,
each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give
full title as such. If the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
|
|
n
|