Item 2.02 Results of Operations and Financial Condition
On May 9, 2022, Primoris Services Corporation, a Delaware corporation (“Primoris, the “Company”) issued a press release announcing its financial performance for the quarter ended March 31, 2022.
The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liability of that Section, and shall not be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 4, 2022, the Board appointed Michael E. Ching to the Audit Committee and Strategy and Risk committee
On May 4, 2022, the Board appointed John P. Schauerman to the Compensation Committee.
Employee Stock Purchase Plan
At the Company’s 2022 Annual Meeting of Stockholders held on May 4, 2022, the Company’s stockholders voted to approve the 2022 Primoris Services Corporation Employee Stock Purchase Plan (the “2022 ESPP”) and authorized 1,000,000 shares of the Company’s Common Stock to be issued thereunder. The 2022 ESPP previously had been approved, subject to stockholder approval, by the Company’s Board of Directors. The 2022 ESPP provides employees of the Company with an opportunity to purchase the Company’s Common Stock at a 10% discount through one-time or accumulated contributions.
A summary of the 2022 ESPP is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 25, 2022. That summary and the foregoing description of the 2022 ESPP are qualified in their entirety by reference to the full text of the 2022 ESPP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting was held on May 4, 2022. The total number of shares of the Company’s Common Stock issued, outstanding and entitled to vote at the meeting was 53,308,136 shares. Represented at the meeting either in person or by proxy were 47,747,277 shares, or 89.6% of shares entitled to vote. The results of the votes for the proposals were as follows:
Proposal 1
To elect Directors to hold office for a one-year term expiring at the annual meeting of stockholders to be held in 2023 or until a successor is elected and qualified.
● Michael E. Ching
o Votes “For” – 45,954,639; votes “Withheld” – 240,580; Broker “Non-Votes” – 1,552,058
● Stephen C. Cook
o Votes “For” – 43,951,261; votes “Withheld” – 2,243,958; Broker “Non-Votes” – 1,552,058
● David L. King
o Votes “For” – 45,449,932; votes “Withheld” – 745,287; Broker “Non-Votes” – 1,552,058
● Carla S. Mashinski
o Votes “For” – 45,567,504; votes “Withheld” – 627,715; Broker “Non-Votes” – 1,552,058
● Terry D. McCallister
o Votes “For” – 41,179,855; votes “Withheld” – 5,015,364; Broker “Non-Votes” – 1,552,058
● Thomas E. McCormick
o Votes “For” – 45,797,825; votes “Withheld” – 397,394; Broker “Non-Votes” – 1,552,058
● Jose R. Rodriguez
o Votes “For” – 44,708,236; votes “Withheld” – 1,486,983; Broker “Non-Votes” – 1,552,058
● John P. Schauerman
o Votes “For” – 45,648,464; votes “Withheld” – 546,755; Broker “Non-Votes” – 1,552,058
● Patricia K. Wagner
o Votes “For” – 45,663,161; votes “Withheld” – 532,058; Broker “Non-Votes” – 1,552,058
