16 unchanged sentences
Other Information
+Added: Insider Adoption or Termination of Trading Arrangements
+Added: During the last fiscal quarter, none of our directors or officers adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K, Item 408 .
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
1 unchanged sentence
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this item is incorporated in this Annual Report by reference to our definitive proxy statement pursuant to Regulation 14A, to be filed with the Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended September 30, 2022.
+Added: The information required by this item is incorporated in this Annual Report by reference to our definitive proxy statement pursuant to Regulation 14A, to be filed with the SEC not later than 120 days after the close of our fiscal year ended September 30, 2023.
We have adopted a Code of Business Conduct and Ethics that applies to all employees, including our executive officers and directors.
2 unchanged sentences
Executive Compensation
−Removed: The information required by this item is incorporated in this Annual Report by reference to our definitive proxy statement pursuant to Regulation 14A, to be filed with the Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended September 30, 2022.
+Added: The information required by this item is incorporated in this Annual Report by reference to our definitive proxy statement pursuant to Regulation 14A, to be filed with the SEC not later than 120 days after the close of our fiscal year ended September 30, 2023.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information required by this item is incorporated in this Annual Report by reference to our definitive proxy statement pursuant to Regulation 14A, to be filed with the Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended September 30, 2022.
+Added: The information required by this item is incorporated in this Annual Report by reference to our definitive proxy statement pursuant to Regulation 14A, to be filed with the SEC not later than 120 days after the close of our fiscal year ended September 30, 2023.
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by this item is incorporated in this Annual Report by reference to our definitive proxy statement pursuant to Regulation 14A, to be filed with the Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended September 30, 2022.
+Added: The information required by this item is incorporated in this Annual Report by reference to our definitive proxy statement pursuant to Regulation 14A, to be filed with the SEC not later than 120 days after the close of our fiscal year ended September 30, 2023.
Principal Accountant Fees and Services
−Removed: The information required by this item is incorporated in this Annual Report by reference to our definitive proxy statement pursuant to Regulation 14A, to be filed with the Securities and Exchange Commission not later than 120 days after the close of our fiscal year ended September 30, 2022.
+Added: The information required by this item is incorporated in this Annual Report by reference to our definitive proxy statement pursuant to Regulation 14A, to be filed with the SEC not later than 120 days after the close of our fiscal year ended September 30, 2023.
Financial Statement Schedules
44 unchanged sentences
10.24 — LIBOR Transition Amendment, dated December 31, 2021, by and between the Company, as Borrower, certain subsidiaries of the Company identified therein, as Guarantors, the Lenders party thereto and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.1 to our Form 10-Q filed February 9, 2022 and incorporated herein by reference).
+Added: 10.25 — L IBOR Transition Amendment, dated November 10, 2022, by and between the Company, as Borr ower, certain subsidiaries of the Company identified therein, as Guarantors, the Lenders party thereto and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.1 to our Form 10-Q filed February 1, 2023 and incorporated herein by reference).
+Added: 10.26 — Second Amendment to Credit Agreement, dated March 31, 2023 (filed as Exhibit 10.1 to our Form 8-K filed April 6, 2023 and incorporated herein by reference).
+Added: *10.27 — First Amendment to Powell Industries, Inc.
+Added: 2014 Non-Employee Director Equity Incentive Plan (filed as Exhibit 10.2 to our Form S-8 filed February 9, 2023 and incorporated herein by reference).
+Added: *10.28 — First Amendment to Powell Industries, Inc.
+Added: 2014 Equity Incentive Plan (filed as Exhibit 10.1 to our Form 8-K filed February 16, 2023 and incorporated herein by reference).
+Added: ***10.29 — Third Amendment to Credit Agreement, dated October 4, 2023.
***21.1 — Subsidiaries of Powell Industries, Inc.
***23.1 — Consent of PricewaterhouseCoopers LLP.
+Added: Number Description of Exhibits
***31.1 — Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
2 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Number Description of Exhibits
****32.2 — Certification of Chief Financial Officer Pursuant to Section 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: ***97 Executive Recoupment Policy effective September 2 0, 2023
***101 — The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, formatted in Inline XBRL:
6 unchanged sentences
***104 — The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, formatted in Inline XBRL (included as Exhibit 101).
+Added: * Management contracts and compensatory plans or arrangements.
** Portions of this exhibit have been omitted based on a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.
21 unchanged sentences
Milburn Honeycutt
+Added: Brooks Director
/s/ Christopher E.
7 unchanged sentences
/s/ Richard E.
+Added: Williams Director
December 6, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.