| Item 5.02(d) | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 26, 2023, pursuant to the authority granted to the Board of Directors (the “Board”) by the Bylaws of Quanta Services, Inc. (“Quanta” or the “Company”), as amended and restated, the Board increased the size of the Board from ten to eleven directors and, upon the recommendation of the Governance and Nominating Committee of the Board, elected Raúl J. Valentín to serve as a director, filling the vacancy created by such increase. Mr. Valentín will serve as a director until the Company’s next annual meeting of stockholders or until his earlier resignation or removal or when a successor is duly elected and qualified. Mr. Valentín has not been appointed to any committees of the Board.
Mr. Valentín will participate in the same compensation program and receive the same other benefits as each of the Company’s non-employee directors. Specifically, for his service on the Board from his election through the end of the 2023-2024 director service year, Mr. Valentín will receive (i) a pro-rata annual cash retainer in the amount of approximately $98,000 and (ii) a pro-rata annual award of restricted stock units, which has a value of approximately $154,000 and vests in full upon conclusion of the director service year. At such time as Mr. Valentín is appointed to one or more committees of the Board, he will also be entitled to receive, for the period from his election through the end of the 2023-2024 director service year, a pro-rata portion of the annual retainer for service on such committee or committees. Mr. Valentín has also entered into the Company’s standard indemnification agreement for directors and officers. Additional information regarding the Company’s non-employee director compensation program and the standard indemnification agreement are set forth in the Company’s definitive proxy statement for the Company’s 2023 annual meeting of stockholders, which was filed with the Securities and Exchange Commission on April 13, 2023.
There are no arrangements or understandings between Mr. Valentín and any other person pursuant to which he was appointed as a director, and there are no transactions in which Mr. Valentín has a material interest that require disclosure under Item 404(a) of Regulation S-K, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor are any such transactions currently proposed.
| Item 7.01 | Regulation FD Disclosure. |
On June 26, 2023, the Company issued a press release announcing the appointment of Mr. Valentín to the Board. A copy of the press release is furnished herewith as Exhibit 99.1.
The information furnished in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
