Powell Industries amends bylaws, reduces board size to 11, removes stockholder special meeting rights

POWELL INDUSTRIES INC

Maximum number of directors reduced from 15 to 11.
Stockholders no longer allowed to call special meetings or act by written consent; defers to DGCL.
Advance notice for stockholder nominations now due 90–120 days before annual meeting anniversary.
Exclusive forum provision added for certain legal proceedings.
Other amendments align with recent DGCL changes on remote meetings, adjournments, and notice mechanics.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

POWELL INDUSTRIES INC: Second Amended and Restated Bylaws adopted, updating provisions to align with DGCL, stockholder notice requirements, removing stockholder right to call special meeting or act by written consent, reducing maximum directors from 15 to 11, adding exclusive forum provision, and other changes (effective 2025-02-19).

Change: bylaw amendment
Effective: 2025-02-19

Exact text from the filing

On February 19, 2025, the Board of Directors (the “Board”) of Powell Industries, Inc. (the “Company”) approved and adopted, in accordance with Section 8.1 of the Amended and Restated Bylaws of the Company (as amended, the “Former Bylaws”) and effective immediately, the Second Amended and Restated Bylaws of the Company (as amended and restated, the “Bylaws”).

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Source: SEC EDGAR

accession 0000080420-25-000044

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