QUANTA SERVICES, INC. (NYSE:PWR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of Compensatory Arrangement
(e)On May23, 2017, the Compensation Committee (the Compensation
Committee) of the Board of Directors (the Board) of Quanta
Services, Inc. (the Company or Quanta) adopted the 2017 annual
incentive plan for all corporate employees, the 2017 long-term
incentive plan for senior leadership and the 2017 discretionary
plan for all employees (collectively, the Incentive Plan).Under
the Incentive Plan, certain employees of the Company, including
all executive officers, are eligible to receive incentive
compensation awards payable in cash, restricted stock units
(RSUs) and/or performance units, and the Compensation Committee,
based on recommendations of management, established specific
target incentive amounts for the executive officers. All
equity-based awards under the Incentive Plan will be made to the
Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (the
Omnibus Plan) or other plans that may be approved from time to
time by the Board or by stockholders as required.
Certain awards under the Incentive Plan are based on the
achievement of annual or long-term performance metrics. The
annual performance metrics for 2017 include EBITDA, EBITDA margin
and safety. The long-term incentive performance metrics for the
January1, 2017 through December31, 2019 performance period
include return on invested capital, total shareholder return and
capital efficiency.
The foregoing description of the Incentive Plan is qualified in
its entirety by reference to the Incentive Plan and the Omnibus
Plan, copies of which are included as Exhibits 10.1, 10.2, 10.3
and 10.4 hereto, respectively, and incorporated herein by
reference.
Appointment and Transition of Certain Officers
(b)(c)On May24, 2017, the Board appointed Jerry K. Lemon as Chief
Accounting Officer of the Company. The Chief Accounting Officer
role was previously performed by Derrick A. Jensen, who remains
the Chief Financial Officer of the Company. Bifurcation of the
Chief Accounting Officer and Chief Financial Officer roles was
deemed appropriate due to the increasing size and complexity of
the Companys accounting and finance functions.
Mr.Lemon, 57, has served as Vice President Accounting of the
Company since March 2017. Prior to joining Quanta, he served as
Senior Vice President and Chief Financial Officer of the Energy,
Infrastructure and Industrial Construction operating unit of
AECOM, a publicly traded global infrastructure company, from
October 2014 to November 2016, and as Senior Vice President and
Chief Financial Officer of the Energy Construction Division of
URS Corporation, a publicly traded global engineering and
construction services company, from November 2007 to October
2014. In both positions, Mr.Lemon had primary responsibility for
the financial and accounting functions of the unit or division.
He also served as Senior Vice President and Controller of
Washington Group International, Inc., a publicly traded
engineering and construction company, from October 2003 until
November 2007, where he managed the companys financial reporting
function. Mr.Lemon also previously served as a partner for KPMG
LLP and Arthur Andersen LLP, both public accounting firms.
Mr.Lemon holds a Bachelor of Science in Accounting and is a
Certified Public Accountant.
There are no arrangements or understandings between Mr.Lemon and
any other person to which he was selected as an officer. Mr.Lemon
has no family relationship with any director, executive officer,
or other person nominated or chosen by the Company to become a
director or executive officer. There are no transactions between
Mr.Lemon and the Company that are required to be reported under
Item404(a) of Regulation S-K.
Mr.Lemon was employed by the Company in March 2017 with an annual
base salary of $400,000 and annual and long-term target incentive
amounts each equal to 60% of his annual base salary. In addition,
at that time he received a RSU award consisting of the number of
RSUs equal to the number of shares of the Companys common stock
having a fair market value (based on the average of the closing
prices of the Companys common stock for the twenty consecutive
trading days immediately preceding the date of grant) of
$350,000, which shall vest in equal annual installments over a
three-year period following the date of grant, subject to the
terms of the award agreement. This award was made to the Omnibus
Plan. As an executive officer, Mr.Lemon is entitled to
participate in the Companys annual and long-term incentive plans
for senior leadership (described in further detail above), along
with the Companys nonqualified deferred compensation plan and
other savings and retirement programs on the same terms generally
applicable to other similarly situated officers. He is also
entitled to receive coverage for himself and his dependents under
the Companys welfare benefit programs or the same terms generally
applicable to other similarly situated officers and to receive
reimbursement of certain expenses incurred during his employment.
Additionally, on May24, 2017 Dale L. Querrey ceased to serve as
President Electric Power Division of the Company. He remains
employed by the Company in a non-executive officer role.
| Item5.07 |
Submission of Matters to a Vote of Security Holders. |
(a)On May24, 2017, the Company held its 2017 Annual Meeting of
Stockholders (the Annual Meeting).
(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 Companys definitive proxy
statement for the Annual Meeting, which was filed with the
Securities and Exchange Commission on April14, 2017. Unless
otherwise indicated, all results presented below reflect the
voting power of the Common Stock, Series F Preferred Stock and
Series G Preferred Stock, voting together as a single class.
Election of Directors (Item 1)
The following nine director nominees were elected as directors of
the Company to serveone-yearterms expiring at the 2018 Annual
Meeting of Stockholders. The vote totals for each director are
set forth in the table below:
| Nominee: | For | Against | Abstain | Broker Non-Votes | ||||||||||||
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Earl C. Austin, Jr. |
114,343,859 | 1,539,164 | 42,536 | 13,875,924 | ||||||||||||
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Doyle N. Beneby |
114,649,120 | 1,240,271 | 36,168 | 13,875,924 | ||||||||||||
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J. Michal Conaway |
114,489,322 | 1,399,406 | 36,831 | 13,875,924 | ||||||||||||
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Vincent D. Foster |
95,844,256 | 20,044,462 | 36,841 | 13,875,924 | ||||||||||||
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Bernard Fried |
113,280,469 | 2,608,554 | 36,536 | 13,875,924 | ||||||||||||
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Worthing F. Jackman |
113,448,268 | 2,433,988 | 43,303 | 13,875,924 | ||||||||||||
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David M. McClanahan |
114,647,959 | 1,240,669 | 36,931 | 13,875,924 | ||||||||||||
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Margaret B. Shannon |
112,964,893 | 2,926,951 | 33,715 | 13,875,924 | ||||||||||||
|
Pat Wood, III |
108,934,892 | 6,952,705 | 37,962 | 13,875,924 |
Advisory Vote on Executive Compensation (Item 2)
The advisory resolution approving the Companys executive
compensation was approved, with the vote totals as set forth in
the table below:
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||
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107,679,871 |
7,941,797 | 303,891 | 13,875,924 |
Advisory Vote on the Frequency of Future Stockholder
Advisory Votes on Executive Compensation (Item 3)
In the advisory vote on the frequency of future stockholder
advisory votes on the Companys executive compensation, votes were
cast in favor of holding future advisory votes every year, every
two years or every three years as set forth in the table below:
|
1 year |
2 years |
3 years |
Abstain |
Broker Non-Votes |
||||
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102,642,340 |
123,797 | 13,091,548 | 67,874 |
Ratification of Appointment of Independent Registered
Public Accounting Firm (Item 4)
The appointment of PricewaterhouseCoopers LLP as the Companys
independent registered public accounting firm for fiscal year
2017 was ratified, with the vote totals as set forth in the table
below:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
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128,234,821 |
1,508,845 | 57,817 |
(d)In accordance with the recommendation of the Board, the
Companys stockholders recommended, by advisory vote, a one-year
frequency of future advisory votes on the Companys executive
compensation. In accordance with these results and its previous
recommendation, the Board determined that future stockholder
advisory votes on the Companys executive compensation will be
held every year until the next required advisory vote on the
frequency of stockholder advisory votes on the Companys executive
compensation, which the Company expects to hold no later than its
2023 Annual Meeting of Stockholders.
| Item7.01 | Regulation FD Disclosure. |
On May25, 2017, the Company issued a press release announcing
that the Board authorized the Company to repurchase up to
$300million of its outstanding common stock through June30, 2020.
A copy of the press release, the text of which is incorporated
into this Item 7.01 by reference, is furnished herewith as
Exhibit 99.1.
The information furnished in Item7.01 of this Current Report on
Form 8-K,
including Exhibit 99.1, shall not be deemed filed for purposes of
Section18 of the Securities Exchange Act of 1934, as amended, 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.
| Item8.01 | Other Events. |
Following the
Annual Meeting, the Board appointed David M. McClanahan as
independent Chairman of the Board, to serve as such until his
successor is duly elected and qualified at the next annual
meeting of the Board or until his earlier resignation or
removal.
| Item9.01 | Financial Statements and Exhibits. |
(d)
Exhibits.
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Exhibit No. |
Exhibit |
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| 10.1* |
Quanta Services, Inc. 2017 Annual Incentive Plan Corporate Employees, Quanta Services, Inc. 2017 Senior Leadership Long-Term Incentive Plan and Quanta Services, Inc. 2017 Discretionary Plan All Employees |
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| 10.2* |
Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 4.5 to the Companys Form S-8 (No. 333-174374) filed May20, 2011 and incorporated herein by reference) |
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| 10.3* |
Amendment No.1 to the Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.4 to the Companys Form 10-Q for the quarter ended June30, 2013 (No. 001-13831) filed August9, 2013 and incorporated herein by reference) |
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| 10.4* |
Amendment No.2 to the Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.1 to the Companys Form 10-Q for the quarter ended June30, 2016 (No. 001-13831) filed August8, 2016 and incorporated herein by reference) |
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| 99.1 | Press Release of Quanta Services, Inc. dated May25, 2017 |
| * | Management contract or compensatory plan or arrangement |
| Filed or furnished with this Current Report on Form 8-K |
About QUANTA SERVICES, INC. (NYSE:PWR)
Quanta Services, Inc. is a provider of specialty contracting services, offering infrastructure solutions primarily to the electric power and oil and gas industries in the United States, Canada and Australia and selected other international markets. The Company operates through two segments: Electric Power Infrastructure Services, which provides network solutions to customers in the electric power industry, and Oil and Gas Infrastructure Services, which provides network solutions to customers involved in the development and transportation of natural gas, oil and other pipeline products. The services it provides include the design, installation, upgrade, repair and maintenance of infrastructure within each of the industries it serves, such as electric power transmission and distribution networks, substation facilities, renewable energy facilities, pipeline transmission and distribution systems and facilities, and infrastructure services for the offshore and inland water energy markets. QUANTA SERVICES, INC. (NYSE:PWR) Recent Trading Information
QUANTA SERVICES, INC. (NYSE:PWR) closed its last trading session up +0.06 at 31.07 with 1,682,450 shares trading hands.