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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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) On May 23, 2023, Quanta Services, Inc. (the “Company” or “Quanta”) held its 2023 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 Quanta’s definitive proxy statement for the 2023 Annual Meeting of Stockholders, which was filed with the U.S. Securities and Exchange Commission on April 13, 2023 (the “2023 Proxy Statement”). All results presented below reflect the voting power of the Company’s common stock.
Election of Directors (Item 1)
The following ten director nominees were elected as directors of the Company to serve one-year terms expiring at the 2024 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. |
118,225,626 | 865,154 | 71,058 | 9,463,781 | ||||||||||||
| Doyle N. Beneby |
114,185,830 | 4,911,601 | 64,407 | 9,463,781 | ||||||||||||
| Vincent D. Foster |
110,660,399 | 8,425,628 | 75,810 | 9,463,781 | ||||||||||||
| Bernard Fried |
112,176,410 | 6,909,997 | 75,430 | 9,463,781 | ||||||||||||
| Worthing F. Jackman |
109,991,445 | 9,094,589 | 75,803 | 9,463,781 | ||||||||||||
| Holli C. Ladhani |
118,278,119 | 820,754 | 62,965 | 9,463,781 | ||||||||||||
| David M. McClanahan |
115,140,823 | 3,957,701 | 63,313 | 9,463,781 | ||||||||||||
| R. Scott Rowe |
118,051,385 | 1,046,234 | 64,219 | 9,463,781 | ||||||||||||
| Margaret B. Shannon |
115,258,346 | 3,836,616 | 66,876 | 9,463,781 | ||||||||||||
| Martha B. Wyrsch |
98,842,396 | 20,247,644 | 71,798 | 9,463,781 | ||||||||||||
Advisory Vote on Executive Compensation (Item 2)
The advisory resolution approving the Company’s executive compensation as set forth in the 2023 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 | |||
| 107,486,060 | 11,460,767 | 215,010 | 9,463,781 |
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 Company’s 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 |
Abstentions |
Broker Non-Votes | ||||
| 116,504,088 | 86,312 | 2,496,300 | 75,137 | 9,463,781 |
Ratification of Appointment of Independent Registered Public Accounting Firm (Item 4)
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023 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 | |||
| 120,212,403 | 8,366,400 | 46,816 | — |
(d) In accordance with the recommendation of the Board of Directors (the “Board”), the Company’s stockholders recommended, by advisory vote, a one-year frequency of future advisory votes on the Company’s executive compensation. In accordance with these results and its previous recommendation, the Board determined that future stockholder advisory votes on the Company’s executive compensation will be held every year until the next required advisory vote on the frequency of stockholder advisory votes on the Company’s executive compensation, which the Company expects to hold no later than its 2029 Annual Meeting of Stockholders.
| Item 8.01 | Other Events. |
On May 24, 2023, the Company issued a press release announcing that the Board authorized a new stock repurchase program. The new repurchase program, which will become effective July 1, 2023, upon expiration of the Company’s existing stock repurchase program, authorizes the Company to purchase, from time to time through June 30, 2026, up to $500 million of its outstanding common stock. Repurchases may be implemented through open market or privately negotiated transactions, at management’s discretion, based on market and business conditions, applicable contractual and legal requirements and other factors. Quanta is not obligated to acquire any specific amount of common stock, and the Board may modify or terminate the new repurchase program at any time at its sole discretion and without notice. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Exhibit | |
| 99.1 | Press Release of Quanta Services, Inc. dated May 24, 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: May 30, 2023 | Quanta Services, Inc. | |||||
| By: | /s/ Donald C. Wayne | |||||
| Name: | Donald C. Wayne | |||||
| Title: | Executive Vice President and General Counsel | |||||