Powell Industries, Inc. (POWL) Earnings Call Transcript & Summary

Good morning. I am Brett Cope, CEO and Chairman of the Board of Powell Industries. I will be presiding at this meeting. On behalf of all the employees of Powell, I would like to welcome you to the 2021 Annual Stockholders' Meeting. As the unprecedented events related to COVID-19 continue to play out and to ensure the safety of all of our guests, today's meeting is being hosted virtually, which also allows for us to reach a greater number of our stockholders. The health and well-being of our stockholders, employees and partners are of utmost importance to us. As such, the means by which the meeting is being conducted and the format of today's meeting will address only the matters put forth on the agenda. Thank you to all of our stockholders and guests for participating in today's meeting via our webcast. Please remember that you can vote your shares online during this meeting prior to the closing of the polls. With me here today are Mike Metcalf, Powell's Chief Financial Officer, who will act as Corporate Secretary of the Meeting; Milburn Honeycutt, Powell's Chief Accounting Officer, who will assist today in the tabulation of the ballots; and Ross Margraves Jr. of the law firm Winstead PC. Ross and his firm serve as General Counsel for Powell. Also with us today is Kollen West from PricewaterhouseCoopers, our independent registered public accounting firm. Although PricewaterhouseCoopers has indicated that it does not wish to make a statement, representatives of PricewaterhouseCoopers are available to respond to appropriate questions after the adjournment of the meeting. Participating in the virtual meeting today are all the members of our Board of Directors and our senior leadership team. In keeping with the digital approach to this year's meeting, it is now shortly after 11:00 a.m. Central Standard Time on February 17, 2021, and this meeting is officially called to order. Before proceeding to the business of this meeting, I would like to introduce the other members of the Board of Directors who are joining virtually this morning. They are Tom Powell Chairman Ameritus and Powell's prior Chairman of the Board, a role Tom led successfully for 35 years; Kathy Curtis, member of the Compensation Committee; Chris Cragg, Chairman of the Compensation Committee and member of the Audit Committee; Perry Elders, Chairman of the Audit Committee; Jim McGill, member of the Nominating and Governance Committee and the Compensation Committee; John White, Chairman of the Nominating and Governance Committee; and Dick Williams, member of the Audit Committee and the Nominating and Governance Committee and Presiding Lead Director. For stockholders who have joined the online portal by using the control number contained in your proxy materials, you now have access to the voting tool. If you did not have an opportunity to ask a question through the online portal used during the voting process, please contact our Investor Relations firm directly at powl@alpha-ir.com. All stockholders of record were notified of the date of this annual meeting and of the issues that were to be acted upon. The list of stockholders has been open for examination at the company for any purpose relevant to this meeting during ordinary business hours for the past 10 days. This list is also available for inspection during this meeting by any stockholder on the website used to access this meeting. The company has appointed Milburn Honeycutt, and Michael Metcalf to act as inspectors of election. Each has previously signed an oath of office, which have been filed with the secretary of the meeting for inclusion in the minutes of meeting. On January 4, 2021, the record date for this meeting, there were 11,674,873 shares of common stock outstanding and entitled to vote. I have been informed by Milburn Honeycutt, our Chief Accounting Officer and inspector of elections that the holders of more than a majority of the shares entitled to vote are present via online ballot or by proxy. Therefore, the shares so represented at this meeting constitute a quorum, and the meeting may proceed. As previously noted, the polls for voting on all matters are open. All Powell stockholders that are entitled to vote at this meeting can do so online. If you are a stockholder entitled to vote but have not yet voted, please do so via the website that you used to access this meeting. Please remember that if you already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls, and the inspector of elections will provide his preliminary report. We will now move to a presentation of the proposals. The first proposal to come before the meeting is the election of directors. At this meeting, we will be electing 2 members of the Board of Directors with terms to expire in 2024. Nominated for elections of the Board of Directors are: James W. McGill, who has served as a Director of Powell since 2018 and currently is a member of the Compensation Committee, and a member of the Nominating and Governance Committee. Jim had a long career with Eaton Corporation before retiring in 2017 as President of the Electrical sector for the Americas. And John D. White, who has served as a Director of Powell since 2012 and currently is Chair of the Nominating and Governance Committee. John has been partner with The Southern Funds Group and has held a number of executive roles throughout his career with a focus on energy and technology. The next matter that is to come before the meeting is to ask stockholders to approve an advisory resolution on the compensation for our named executive officers, all as described in our proxy statement. This proposal is advisory. And although nonbinding, the vote will provide information to our Compensation Committee and our Board of Directors regarding investor sentiment around our executive compensation philosophy, policies and practices, which our compensation committee and our Board of Directors will be able to consider when making future executive compensation decisions. Voting will end shortly. If you have not yet voted and intend to do so, please do so now. I will pause for a moment to see if any questions related to the proposals have been posed. Seeing none, we will move forward with the meeting. Now that everyone has had the opportunity to vote, we will now close the polls. No further votes may be submitted at this time. I will now ask our General Counsel from Winstead PC, Ross Margraves to announce the results based on the preliminary results provided by the inspector of elections. Ross?

Mr. Chairman, the preliminary results based upon the voting of shares as represented by ballot proxy is on file and tabulated at the meeting this morning show that each of the nominees for directors received more than a majority of the votes cast in favor of his election and has been elected as a director of the company to serve a 3-year term that will expire in 2024. Second, the resolution on an advisory basis for the compensation of our named executive officers received more than a majority of the votes cast in favor of the proposal and has been approved.

Thank you, Ross. We will file the final report of the inspector of elections with the records of this meeting. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within 4 business days of this meeting. This concludes the business for this meeting. The meeting is now adjourned. Ladies and gentlemen, thank you for attending today's meeting and for your interest in Powell.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.