UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 27, 2020
Quanta Services, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| | |
001-13831 | | 74-2851603 |
(Commission File No.) | | (IRS Employer Identification No.) |
2800 Post Oak Boulevard, Suite 2600
Houston, Texas 77056
(Address of principal executive offices, including ZIP code)
(713) 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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 |
Common Stock, par value $0.00001 | | PWR | | 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 ☐
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 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) On May 28, 2020, Quanta Services, Inc. (“Quanta” or the “Company”) held its 2020 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 the Company’s definitive proxy statement for the annual meeting, which was filed with the Securities and Exchange Commission on April 17, 2020 (the “2020 Proxy Statement”). All results presented below reflect the voting power of the Company’s common stock.
Election of Directors (Item 1)
The following ten director nominees were elected as directors of the Company to serve one-year terms expiring at the 2021 Annual Meeting of Stockholders. The vote totals for each director, rounded to the nearest whole share, are set forth in the table below:
| | | | | | | | | | | | | | | | |
Nominee: | | For | | | Against | | | Abstain | | | Broker Non- Votes | |
Earl C. Austin, Jr. | | | 109,582,539 | | | | 1,957,363 | | | | 85,395 | | | | 11,931,215 | |
Doyle N. Beneby | | | 110,943,909 | | | | 587,446 | | | | 93,943 | | | | 11,931,215 | |
J. Michal Conaway | | | 106,068,586 | | | | 5,465,419 | | | | 91,292 | | | | 11,931,215 | |
Vincent D. Foster | | | 108,723,997 | | | | 2,809,858 | | | | 91,442 | | | | 11,931,215 | |
Bernard Fried | | | 107,989,956 | | | | 3,542,594 | | | | 92,747 | | | | 11,931,215 | |
Worthing F. Jackman | | | 108,584,688 | | | | 2,950,274 | | | | 90,335 | | | | 11,931,215 | |
David M. McClanahan | | | 111,251,742 | | | | 283,884 | | | | 89,672 | | | | 11,931,215 | |
Margaret B. Shannon | | | 110,436,186 | | | | 1,100,951 | | | | 88,161 | | | | 11,931,215 | |
Pat Wood, III | | | 105,868,031 | | | | 5,662,809 | | | | 94,457 | | | | 11,931,215 | |
Martha B. Wyrsch | | | 110,822,249 | | | | 713,196 | | | | 89,853 | | | | 11,931,215 | |
Advisory Vote on Executive Compensation (Item 2)
The advisory resolution approving the Company’s executive compensation as set forth in the 2020 Proxy Statement was approved with the vote totals, rounded to the nearest whole share, as set forth in the table below:
| | | | | | | | | | | | | | |
For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 106,663,715 | | | | 3,216,973 | | | | 1,744,610 | | | | 11,931,215 | |
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 2020 was ratified with the vote totals, rounded to the nearest whole share, as set forth in the table below:
| | | | | | | | | | | | | | |
For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | 121,914,968 | | | | 1,604,006 | | | | 37,538 | | | | — | |
On May 27, 2020, in light of the current economic environment and upon recommendation by the Governance and Nominating Committee of the Board of Directors of Quanta (the “Board”), the Board adopted a revised Director Compensation Summary, which became effective as of May 28, 2020. The revised Director Compensation Summary rescinded an increase to the non-employee director annual membership cash retainer that was approved by the Board in December 2019 and was to be effective as of May 28, 2020. A copy of the revised Director Compensation Summary is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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.
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Dated: June 2, 2020 | | | | Quanta Services, Inc. |
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| | | | By: | | /s/ Donald C. Wayne |
| | | | Name: | | Donald C. Wayne |
| | | | Title: | | Executive Vice President and General Counsel |
