UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM  i 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):

 i May 27, 2022

 

 i Quanta Services, Inc.

(Exact name of registrant as specified in its charter)

 

 i Delaware

(State or other jurisdiction of incorporation)

 

i 001-13831		i 74-2851603
(Commission File No.)		(IRS Employer Identification No.)

 i 2800 Post Oak Boulevard,  i Suite 2600

 i Houston,  i Texas  i 77056

(Address of principal executive offices, including ZIP code)

 i (713)  i 629-7600

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

 

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of exchange on which registered
i Common Stock, $0.00001 par value		i PWR		i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company   i ☐

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)    On May 27, 2022, at the 2022 Annual Meeting of Stockholders of Quanta Services, Inc. (the “Company” or “Quanta”), Quanta’s stockholders approved Amendment No. 1 (the “Amendment”) to the Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan (the “Omnibus Plan”), which increased the number of shares of Quanta Common Stock that may be issued thereunder by 2,173,000 shares and clarified that dividends and dividend equivalents granted in tandem with any award under the Omnibus Plan will not be paid until such award vests and the restrictions on such award lapse. The foregoing description of the Amendment is qualified in its entirety by reference to the complete text of the Amendment and the Omnibus Plan, as amended, copies of which are included as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

(a)    On May 27, 2022, Quanta held its 2022 Annual Meeting of Stockholders.

(b)    The final voting results for the items that were presented for stockholder approval, recommendation or ratification at the annual meeting are set forth below. These items related to each proposal described in detail in Quanta’s definitive proxy statement for the 2022 Annual Meeting of Stockholders, which was filed with the U.S. Securities and Exchange Commission on April 14, 2022 (the “2022 Proxy Statement”). All results presented below reflect the voting power of the Company’s common stock.

Election of Directors (Item 1)

The following nine director nominees were elected as directors of the Company to serve one-year terms expiring at the 2023 Annual Meeting of Stockholders. The vote totals for each director, rounded to the nearest whole share, are set forth in the table below:

 

Nominee:		Number of Votes Cast For				Number of Votes Cast Against				Abstentions				Broker Non-Votes
Earl C. Austin, Jr.			115,984,966				1,590,541				73,549				8,693,171
Doyle N. Beneby			112,984,288				4,585,653				79,114				8,693,171
Vincent D. Foster			111,945,162				5,630,005				73,888				8,693,171
Bernard Fried			112,624,427				4,949,247				75,382				8,693,171
Worthing F. Jackman			112,311,517				5,258,344				79,195				8,693,171
Holli C. Ladhani			116,363,638				1,207,950				77,468				8,693,171
David M. McClanahan			111,671,781				4,736,436				1,240,839				8,693,171
Margaret B. Shannon			112,065,003				5,511,046				73,007				8,693,171
Martha B. Wyrsch			115,404,140				2,170,142				74,773				8,693,171

Advisory Vote on Executive Compensation (Item 2)

The advisory resolution approving the Company’s executive compensation as set forth in the 2022 Proxy Statement was approved with the vote totals, rounded to the nearest whole share, as set forth in the table below:

 

Number of Votes Cast For		Number of Votes Cast Against		Abstentions		Broker Non-Votes
110,740,046		6,676,631		232,258		8,693,291

Ratification of Appointment of Independent Registered Public Accounting Firm (Item 3)

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2022 was ratified with the vote totals, rounded to the nearest whole share, as set forth in the table below:

 

Number of Votes Cast For		Number of Votes Cast Against		Abstentions		Broker Non-Votes
123,731,420		2,560,126		50,681		—

Approval of Amendment to the Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan (Item 4)

The Amendment was approved with the vote totals, rounded to the nearest whole share, as set forth in the table below:

 

Number of Votes Cast For		Number of Votes Cast Against		Abstentions		Broker Non-Votes
103,673,136		13,869,489		106,310		8,693,291

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit     No.		Exhibit
10.1		Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.1 to the Company’s Form 8-K filed May 24, 2019 and incorporated herein by reference)
10.2		Amendment No. 1 to the Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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 hereunto duly authorized.

 

Dated: May 31, 2022				Quanta Services, Inc.
				By:		/s/ Donald C. Wayne
				Name:		Donald C. Wayne
				Title:		Executive Vice President and General Counsel