UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)(c) On May 27, 2021, the Board of Directors (the “Board”) of Quanta Services, Inc. (the “Company” or “Quanta”) appointed Paul M. Nobel as Chief Accounting Officer of the Company, and in this capacity he will serve as the Company’s principal accounting officer. Prior to such appointment, the principal accounting officer role was performed on an interim basis by Derrick A. Jensen, who remains Chief Financial Officer of the Company.
Prior to joining Quanta, Mr. Nobel, 53, served as interim Chief Financial Officer of Lilis Energy, Inc., an exploration and development company operating in Texas and New Mexico, from February 2020 to July 2020, where he had primary responsibility for the financial reporting and treasury functions. He also previously served as Senior Vice President and Chief Accounting Officer of Kosmos Energy Ltd., a publicly traded international full-cycle offshore oil and gas exploration and production company, from July 2012 to November 2019, and as Senior Vice President and Chief Accounting Officer of World Fuel Services Corporation, a publicly traded global energy management company serving commercial and industrial customers, from July 2005 to July 2012. In these previous positions, Mr. Nobel had primary responsibility for the accounting and reporting functions and significant responsibility with respect to tax, financial planning and analysis and risk management. He also previously served as a senior manager for the public accounting firm of Deloitte & Touche LLP. Mr. Nobel holds a Bachelor of Science degree in Accounting and is a Certified Public Accountant.
The Company will enter into an employment agreement with Mr. Nobel on terms similar to employment agreements entered into by the Company with certain other executive officers, as further described in Quanta’s definitive proxy statement for the 2021 Annual Meeting of Stockholders, which was filed with the U.S. Securities and Exchange Commission (“SEC”) on April 16, 2021 (the “2021 Proxy Statement”). Mr. Nobel was employed as Vice President of the Company beginning in May 2021 with an annual base salary of $420,000, an annual incentive target amount equal to 60% of his annual base salary and a long-term target incentive amount equal to 80% of his annual base salary. As an executive officer, Mr. Nobel is entitled to participate in the Company’s 2021 annual and long-term incentive plans for senior leadership, which are described in the Current Report on Form 8-K filed by the Company with the SEC on March 30, 2021, and in the Company’s 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 Company’s welfare benefit programs on the same terms generally applicable to other similarly situated officers and to receive reimbursement of certain expenses incurred during his employment. The Company also entered into an indemnity agreement with Mr. Nobel on the same terms as the indemnity agreements entered into by the Company with its other executive officers, as further described in the Company’s 2021 Proxy Statement.
Additionally, in connection with his appointment, Mr. Nobel received a restricted stock unit award consisting of the number of restricted stock units equal to the number of shares of the Company’s common stock having a fair market value (based on the average of the closing prices of the Company’s common stock for the twenty consecutive trading days immediately preceding the date of grant) of $100,000, 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 pursuant to the Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan.
There are no arrangements or understandings between Mr. Nobel and any other person pursuant to which he was selected as an officer. Mr. Nobel 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. Nobel and the Company that are required to be reported under Item 404(a) of Regulation S-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) On May 27, 2021, Quanta held its 2021 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 2021 Proxy Statement. All results presented below reflect the voting power of the Company’s common stock.
Election of Directors (Item 1)
The following nine director nominees were elected as directors of the Company to serve one-year terms expiring at the 2022 Annual Meeting of Stockholders. The vote totals for each director, rounded to the nearest whole share, are set forth in the table below:
| Nominee: |
Number of Votes Cast For |
Number of Votes Cast Against |
Abstentions | Broker Non-Votes | ||||
| Earl C. Austin, Jr. |
114,019,395 | 1,718,154 | 57,055 | 8,327,471 | ||||
| Doyle N. Beneby |
114,621,549 | 1,105,895 | 67,160 | 8,327,471 | ||||
| Vincent D. Foster |
111,362,051 | 4,370,278 | 62,275 | 8,327,471 | ||||
| Bernard Fried |
111,051,817 | 4,679,861 | 62,926 | 8,327,471 | ||||
| Worthing F. Jackman |
110,739,801 | 4,990,266 | 64,537 | 8,327,471 | ||||
| David M. McClanahan |
114,829,187 | 900,448 | 64,969 | 8,327,471 | ||||
| Margaret B. Shannon |
113,858,146 | 1,875,303 | 61,155 | 8,327,471 | ||||
| Pat Wood, III |
96,413,831 | 19,312,799 | 67,974 | 8,327,471 | ||||
| Martha B. Wyrsch |
113,554,047 | 2,178,062 | 62,495 | 8,327,471 |
Advisory Vote on Executive Compensation (Item 2)
The advisory resolution approving the Company’s executive compensation as set forth in the 2021 Proxy Statement was approved with the vote totals, rounded to the nearest whole share, as set forth in the table below:
| Number of Votes Cast For |
Number of Votes Cast Against |
Abstentions |
Broker Non-Votes | |||
| 110,340,526 |
3,583,165 | 1,870,913 | 8,327,471 |
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 2021 was ratified with the vote totals, rounded to the nearest whole share, as set forth in the table below:
| Number of Votes Cast For |
Number of Votes Cast Against |
Abstentions |
Broker Non-Votes | |||
| 119,271,980 |
4,785,359 | 64,736 | — |
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.
| Quanta Services, Inc. | ||||||||
| Dated: June 2, 2021 | By: | /s/ Donald C. Wayne |
||||||
| Name: Donald C. Wayne Title: Executive Vice President and General Counsel | ||||||||
Document and Entity Information |
May 27, 2021 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001050915 |
| Document Type | 8-K |
| Document Period End Date | May 27, 2021 |
| Entity Registrant Name | Quanta Services, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-13831 |
| Entity Tax Identification Number | 74-2851603 |
| Entity Address, Address Line One | 2800 Post Oak Boulevard |
| Entity Address, Address Line Two | Suite 2600 |
| Entity Address, City or Town | Houston |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 77056 |
| City Area Code | (713) |
| Local Phone Number | 629-7600 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.00001 |
| Trading Symbol | PWR |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |