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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 13, 2023, the Board of Directors (the “Board”) of Quanta Services, Inc. (“Quanta”) approved an amendment and restatement of the Bylaws of Quanta, effective immediately (as so amended and restated, the “Amended Bylaws”). Among other changes, the Amended Bylaws: (i) provide stockholders with a proxy access right that permits a stockholder (or a group of up to 20 stockholders) that owns three percent or more of the voting power of Quanta’s outstanding capital stock continuously for at least three years to nominate, and have included in Quanta’s proxy materials, director nominees constituting up to the greater of two individuals or 20% of the Board, subject to the requirements, procedures and exceptions set forth in the Amended Bylaws; (ii) update the procedures and disclosure requirements for director nominations made and business proposals submitted by stockholders (other than proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended), to among other things, address the universal proxy rules adopted by the Securities and Exchange Commission; (iii) reflect recent amendments to the Delaware General Corporation Law, including to update procedures relating to stockholder meetings and electronic notices, and to implement an emergency bylaw; (iv) designate the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended; and (v) make certain administrative, modernizing, clarifying and conforming changes.
The foregoing summary of the provisions of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Exhibit | |
| 3.1 | Bylaws of Quanta Services, Inc., as amended and restated January 13, 2023 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | |
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.
| Dated: January 19, 2023 | Quanta Services, Inc. | |||||
| By: | /s/ Donald C. Wayne | |||||
| Name: | Donald C. Wayne | |||||
| Title: | Executive Vice President and General Counsel | |||||