Bylaw Amendment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of earliest event reported): February 26, 2021 POWELL INDUSTRIES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-12488 88-0106100 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 8550 Mosley Road Houston Texas 77075-1180 (Address of principal executive offices) (Zip Code) ( 713 ) 944-6900 (Registrant’s Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, par value $0.01 per share POWL   Nasdaq Global Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 26, 2021, the Board of Directors (the “Board”) of Powell Industries, Inc. (the “Company”) approved Amendment No. 1 to the Amended and Restated Bylaws of the Company for the purpose of reducing the required number of inspectors of election required to be appointed in connection with each annual meeting of stockholders of the Company. Item 9.01 – Financial Statements and Exhibits. (d) Exhibits.    Exhibit Number Description 3.1   Amendment No. 1 to the Amended and Restated Bylaws effective February 26, 2021. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.          POWELL INDUSTRIES, INC. Date: February 26, 2021 By: /s/ Michael W. Metcalf Michael W. Metcalf Executive Vice President Chief Financial Officer (Principal Financial Officer)