Primoris Services Corporation (NASDAQ:PRIM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 1, 2019, the Company announced the appointment of John F. Moreno, Jr., 50, to the position of Chief Operating Officer. Mr. Moreno will take over the role from Thomas E. McCormick, who has been promoted to President of the Company. David L. King will continue in the position of Chief Executive Officer.

Mr. Moreno has over twenty-five years’ experience in the engineering and construction industry and has extensive experience in energy-related markets. Since October 2010, he has served as President of PCL Industrial Construction Co. (“PCL”), a private, heavy industrial construction firm. Prior to that, he held a variety of positions with PCL since 2000, including Operations Manager and General Manager. Mr. Moreno has a Bachelor of Science degree in Mechanical Engineering from Georgia Institute of Technology and an M.B.A. from the Wharton School at the University of Pennsylvania.

On April 1, 2019, the Company entered into a formal five-year employment agreement with Mr. Moreno. The following is a summary of the terms of the agreement, which is filed as Exhibit 99.2 to this Form 8-K. The agreement provides for an initial annual base salary of $450,000, and a discretionary cash bonus opportunity of up to 50% of his base salary. He is eligible for the Company’s Long-Term Retention Plan which allows the purchase of Company common stock at a discount while deferring part of the annual bonus amount.

Mr. Moreno was granted 24,178 restricted stock units (“RSU”) with a value of $500,000 under the Company’s 2013 Long-term Incentive Equity Plan. Each RSU represents the right to receive one share of the Company’s common stock when vested. The RSU grant will vest 50% on April 1, 2022, contingent on Mr. Moreno’s continuing employment on that date, and is subject to earlier acceleration, termination, cancellation, or forfeiture as provided in the underlying RSU agreement.

In the event of termination without cause, by death or disability, severance benefits will be paid, including a lump sum payment of 50% of his annual base salary, a pro rata portion of one year’s bonus and up to one year of the employee’s share of the premium for COBRA medical benefits. In the event of termination for cause, resignation, mutual agreement or nonrenewal, the Company will have no further obligations under the agreement.

The employment agreement also provides for other benefits and perquisites for Mr. Moreno.

No arrangement or understanding exists between Mr. Moreno and any other person to which Mr. Moreno was selected as anexecutive of the Company. There are no family relationships between Mr. Moreno and the executive officers or directors of the Company, and since the beginning of the Company’s last fiscal year through the present, there have been no transactions with the Company, and there are currently no proposed transactions with the Company, in which the amount involved exceeds $120,000 and in which Mr. Morenohad or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.

On April 1, 2019, the Company issued a press release relating to the above matters. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.