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2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 51K
3: EX-21.1 Subsidiaries List HTML 258K
4: EX-23.1 Consent of Expert or Counsel HTML 34K
8: EX-97 Clawback Policy re: Recovery of Erroneously HTML 50K Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 40K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 40K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 37K
14: R1 Cover Page HTML 101K
15: R2 Audit Information HTML 40K
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31: R18 Per Share Information HTML 49K
32: R19 Debt Obligations HTML 105K
33: R20 Leases HTML 181K
34: R21 Income Taxes HTML 144K
35: R22 Equity HTML 82K
36: R23 Stock-Based Compensation HTML 82K
37: R24 Employee Benefit Plans HTML 135K
38: R25 Commitments and Contingencies HTML 87K
39: R26 Detail of Certain Accounts HTML 72K
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41: R28 Pay vs Performance Disclosure HTML 47K
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51: R38 Leases (Tables) HTML 130K
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57: R44 Supplemental Cash Flow Information (Tables) HTML 78K
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Accounts - Performance Obligation (Details)
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Accounts - Additional Information (Details)
61: R48 Revenue Recognition and Related Balance Sheet HTML 62K
Accounts - Revenue Disaggregated by Geographic
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62: R49 Revenue Recognition and Related Balance Sheet HTML 40K
Accounts - Contract Assets and Liabilities
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63: R50 Revenue Recognition and Related Balance Sheet HTML 43K
Accounts - Composition of the Allowance for Credit
Losses (Details)
64: R51 Segment Information - Narrative (Details) HTML 36K
65: R52 Segment Information - Summarized Financial HTML 86K
Information (Details)
66: R53 Acquisitions - Additional Information (Details) HTML 100K
67: R54 Acquisitions - Aggregate Consideration Paid or HTML 102K
Payable and Allocation of Net Assets (Details)
68: R55 Acquisitions - Estimated Fair Values of HTML 50K
Identifiable Intangible Assets and Related
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69: R56 Acquisitions - Significant Estimates Used by HTML 46K
Management in Determining Fair Values of Customer
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70: R57 Acquisitions - Aggregate Fair Values of HTML 46K
Outstanding Contingent Consideration Liabilities
(Details)
71: R58 Acquisitions - Unaudited Supplemental Pro Forma HTML 39K
Results of Operations (Details)
72: R59 Goodwill and Other Intangible Assets - Summary of HTML 60K
Changes in Goodwill (Details)
73: R60 Goodwill and Other Intangible Assets - Other HTML 74K
Intangible Assets (Details)
74: R61 Goodwill and Other Intangible Assets - Additional HTML 38K
Information (Details)
75: R62 Goodwill and Other Intangible Assets - Estimated HTML 51K
Future Aggregate Amortization Expense of
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76: R63 Investments in Affiliates and Other Entities - HTML 55K
Equity Investments by Type (Details)
77: R64 Investments in Affiliates and Other Entities - HTML 82K
Equity Method Investments (Details)
78: R65 Per Share Information - Basic and Diluted Earnings HTML 55K
Per Share (Details)
79: R66 Debt Obligations - Long-term Debt Obligations HTML 78K
(Details)
80: R67 Debt Obligations - Principal Payments Required to HTML 49K
be Made (Details)
81: R68 Debt Obligations - Senior Notes (Details) HTML 100K
82: R69 Debt Obligations - Interest on Senior Notes HTML 56K
(Details)
83: R70 Debt Obligations - Senior Credit Facility HTML 163K
(Details)
84: R71 Debt Obligations - Information on Borrowings under HTML 53K
Current and Prior Credit Facility and Commercial
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85: R72 Debt Obligations - Commercial Paper Program HTML 55K
(Details)
86: R73 Debt Obligations - Letters of Credit Outside the HTML 38K
Credit Facility (Details)
87: R74 Leases - Narrative (Details) HTML 55K
88: R75 Leases - Components of Lease Costs (Details) HTML 51K
89: R76 Leases - Components of Leases in the Balance Sheet HTML 66K
(Details)
90: R77 Leases - Future Minimum Lease Payments (Details) HTML 93K
91: R78 Leases - Weighted Average Remaining Lease Terms HTML 46K
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92: R79 Income Taxes - Components of Income (Loss) Before HTML 45K
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93: R80 Income Taxes - Provision for Income Taxes HTML 63K
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98: R85 Income Taxes - Reconciliation of Unrecognized Tax HTML 49K
Benefit (Details)
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Benefits (Details)
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101: R88 Equity - Repurchases of Common Stock Under Stock HTML 43K
Repurchase Programs (Details)
102: R89 Equity - Non-controlling Interests (Details) HTML 46K
103: R90 Equity - Dividends (Details) HTML 41K
104: R91 Stock-Based Compensation - Stock Incentive Plans HTML 46K
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105: R92 Stock-Based Compensation - Summary of RSUs and HTML 68K
PSUs to be Settled in Common Stock Activity
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106: R93 Stock-Based Compensation - Restricted Stock and HTML 55K
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107: R94 Stock-Based Compensation - PSUs to be Settled in HTML 57K
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108: R95 Stock-Based Compensation - Grant Date Fair Value HTML 54K
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109: R96 Employee Benefit Plans - Additional Information HTML 67K
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110: R97 Employee Benefit Plans - Summary of Plan HTML 86K
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111: R98 Employee Benefit Plans - Changes in FMV of COLI HTML 39K
Assets and Deferred Compensation Liabilities
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112: R99 Commitments and Contingencies - Legal Proceedings HTML 84K
(Details)
113: R100 Commitments and Contingencies - Silverado Wildfire HTML 41K
Matter (Details)
114: R101 Commitments and Contingencies - Insurance HTML 48K
(Details)
115: R102 Commitments and Contingencies - Performance Bonds HTML 43K
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116: R103 Commitments and Contingencies - Committed HTML 42K
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117: R104 Detail of Certain Accounts - Cash and Cash HTML 52K
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119: R106 Detail of Certain Accounts - Accounts Payable and HTML 44K
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120: R107 Supplemental Cash Flow Information - HTML 49K
Reconciliation of Cash, Cash Equivalents, and
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121: R108 Supplemental Cash Flow Information - Supplemental HTML 51K
Cash Flow Information Related to Leases (Details)
122: R109 Supplemental Cash Flow Information - Additional HTML 42K
Supplemental Cash Flow Information (Details)
123: R110 Supplemental Cash Flow Information - Narrative HTML 37K
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125: XML IDEA XML File -- Filing Summary XML 237K
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‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
Quanta Services, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11.
1.Persons
Subject to Policy
This Policy shall apply to current and former Officers.
2. Compensation Subject to Policy
This Policy shall apply to Incentive-Based Compensation received on or after the Effective Date. For purposes of this Policy, the date on which Incentive-Based Compensation is “received” shall be determined under the Applicable Rules, which generally provide that Incentive-Based Compensation is “received” in the Company’s fiscal period during which the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment of the Incentive-Based Compensation occurs prior to or after the end of that period.
3. Recovery
of Compensation
In the event that the Company is required to prepare a Restatement, the Company shall recover, reasonably promptly, the portion of any Incentive-Based Compensation that is Erroneously Awarded Compensation, unless the Committee has determined that recovery would be Impracticable. Recovery shall be required in accordance with the preceding sentence regardless of whether the applicable Officer engaged in misconduct or otherwise caused or contributed to the requirement for the Restatement and regardless of whether or when restated financial statements are filed by the Company. For clarity, the recovery of Erroneously Awarded Compensation under this Policy
will not give rise to any person’s right to voluntarily terminate employment for “good reason,” or due to a “constructive termination” (or any similar term of like effect) under any plan, program or policy of or agreement with the Company or any of its affiliates.
4. Manner of Recovery; Limitation on Duplicative Recovery
The Committee shall, in its sole discretion, determine the manner of recovery of any Erroneously Awarded Compensation, which may include, without limitation, reduction or cancellation by the Company or an affiliate of the Company of Incentive-Based Compensation or Erroneously
Awarded Compensation, reimbursement or repayment by any person subject to this Policy of the Erroneously Awarded Compensation, and, to the extent permitted by law, an offset of the Erroneously Awarded Compensation against other compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding the foregoing, unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides for recovery of Erroneously Awarded Compensation already recovered by the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or Other Recovery Arrangements, the amount of Erroneously Awarded Compensation already recovered by the
Company from the recipient of such Erroneously Awarded Compensation may be credited to the amount of Erroneously Awarded Compensation required to be recovered pursuant to this Policy from such person.
5. Administration
This Policy shall be administered, interpreted and construed by the Committee, which is authorized to make all determinations necessary, appropriate or advisable for such purpose. The Board of Directors of the Company (the “Board”) may re-vest in itself the authority to administer, interpret and construe this Policy in accordance with applicable law, and in such event references herein to the “Committee” shall be deemed to be references to the Board. Subject to any permitted review by the applicable
national securities exchange or association pursuant to the Applicable Rules, all determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company and its affiliates, equityholders and employees. The Committee may delegate administrative duties with respect to this Policy to one or more directors or employees of the Company, as permitted under applicable law, including any Applicable Rules.
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6. Interpretation
This
Policy will be interpreted and applied in a manner that is consistent with the requirements of the Applicable Rules, and to the extent this Policy is inconsistent with such Applicable Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith.
7. No Indemnification; No Liability
The Company shall not indemnify or insure any person against the loss of any Erroneously Awarded Compensation pursuant to this Policy, nor shall the Company directly or indirectly pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to purchase to fund such person’s potential obligations under this Policy. None of the
Company, an affiliate of the Company or any member of the Committee or the Board shall have any liability to any person as a result of actions taken under this Policy.
8. Application; Enforceability
Except as otherwise determined by the Committee or the Board, the adoption of this Policy does not limit, and is intended to apply in addition to, any other clawback, recoupment, forfeiture or similar policies or provisions of the Company or its affiliates, including any such policies or provisions of such effect contained in any employment agreement, bonus plan, incentive plan, equity-based plan or award agreement thereunder or similar plan, program or agreement of the
Company or an affiliate or required under applicable law (the “Other Recovery Arrangements”). The remedy specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company or an affiliate of the Company or is otherwise required by applicable law and regulations.
9. Severability
The provisions in this Policy are intended to be applied to the fullest extent of the law; provided, however, to the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent
permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
10. Amendment and Termination
The Board or the Committee may amend, modify or terminate this Policy in whole or in part at any time and from time to time in its sole discretion. This Policy will terminate automatically when the Company does not have a class of securities listed on a national securities exchange or association.
11. Definitions
“Applicable Rules” means Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder,
the listing rules of the national securities exchange or association on which the Company’s securities are listed, and any applicable rules, standards or other guidance adopted by the Securities and Exchange Commission or any national securities exchange or association on which the Company’s securities are listed.
“Committee” means the Compensation Committee of the Board or, in the absence of such a committee, a majority of the independent directors serving on the Board.
“Erroneously Awarded Compensation” means the amount of Incentive-Based Compensation received by a current or former Officer that exceeds the amount of Incentive-Based
Compensation that would have been received by such current or former Officer based on a restated Financial Reporting Measure, as determined on a pre-tax basis in accordance with the Applicable Rules. For Incentive-Based Compensation based on total stockholder return or stock price, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the Restatement, Erroneously Awarded Compensation is the Committee’s reasonable estimate of the effect of the Restatement on the total stockholder return or stock price upon which the Incentive-Based Compensation was received, with documentation of the determination of such reasonable estimate provided by the Company to the applicable listing exchange or association.
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“Exchange
Act” means the Securities Exchange Act of 1934, as amended.
“Financial Reporting Measure” means any measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, including GAAP, IFRS and non-GAAP/IFRS financial measures, as well as stock or share price and total equityholder return.
“GAAP” means United States generally accepted accounting principles.
“IFRS” means international financial reporting standards as adopted by the International Accounting Standards Board.
“Impracticable”
means (a) the direct costs paid to third parties to assist in enforcing recovery would exceed the Erroneously Awarded Compensation; provided that the Company has (i) made reasonable attempts to recover the Erroneously Awarded Compensation, (ii) documented such attempt(s), and (iii) provided such documentation to the relevant listing exchange or association, (b) to the extent permitted by the Applicable Rules, the recovery would violate the Company’s home country laws pursuant to an opinion of home country counsel; provided that the Company has (i) obtained an opinion of home country counsel, acceptable to the relevant listing exchange or association, that recovery would result in such a violation, and (ii) provided
such opinion to the relevant listing exchange or association, or (c) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.
“Incentive-Based Compensation” means, with respect to a Restatement, any compensation that is granted, earned, or vested based wholly or in part upon the attainment of one or more Financial Reporting Measures and received by a person: (a) after beginning service as an Officer; (b) who served as an Officer at any time during the performance period for that compensation; (c) while the Company has
a class of its securities listed on a national securities exchange or association; and (d) during the applicable Three-Year Period.
“Officer” means each person who serves as an executive officer of the Company, as defined in Rule 10D-1(d) under the Exchange Act.
“Restatement” means an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if
the error were corrected in the current period or left uncorrected in the current period.
“Three-Year Period” means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The
“Three-Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.
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Dates Referenced Herein and Documents Incorporated by Reference
