Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

(e) On March 9, 2023, the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Quanta Services, Inc. ("Quanta") adopted the 2023 annual incentive plan for all corporate employees, the 2023 long-term incentive plan for senior leadership and the 2023 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 and/or performance stock units, and the Compensation Committee established specific target incentive amounts for the executive officers. All equity-based awards under the Incentive Plan will be made pursuant to the Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan, as amended (the "Omnibus Plan"), and the applicable award agreements adopted thereunder, 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 2023 include EBITDA, EBITDA margin and safety. The long-term incentive performance metrics for the January 1, 2023 through December 31, 2025 performance period include return on invested capital, total stockholder return, capital efficiency and certain operational performance metrics.

The foregoing description of the Incentive Plan is qualified in its entirety by reference to the Incentive Plan, the Omnibus Plan, Amendment No. 1 to the Omnibus Plan and the applicable award agreements, copies of which are included as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.                                      Exhibit

10.1          Quanta Services, Inc. Term Sheet for 2023 Annual Incentive Plan -
            Corporate Employees, Quanta Services, Inc. Term Sheet for 2023 Senior
            Leadership Long-Term Incentive Plan and Quanta Services, Inc. Term
            Sheet for 2023 Discretionary Plan - All Employees

10.2          Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan (previously
            filed as Exhibit 10.1 to the Company's Form 8-K filed May 24, 2019 and
            incorporated herein by reference)

10.3          Amendment No. 1 to the Quanta Services, Inc. 2019 Omnibus Equity
            Incentive Plan (previously filed as Exhibit 10.2 to the Company's Form
            8-K filed May 31, 2022 and incorporated herein by reference)

10.4          Form of PSU Award Agreement for awards to employees/consultants
            pursuant to the 2019 Omnibus Equity Incentive Plan (previously filed
            as Exhibit 10.4 to the Company's Form 8-K filed May 24, 2019 and
            incorporated herein by reference)

10.5          Form of RSU Award Agreement for awards to employees/consultants
            pursuant to the 2019 Omnibus Equity Incentive Plan (previously filed
            as Exhibit 10.2 to the Company's Form 8-K filed May 24, 2019 and
            incorporated herein by reference)

104         Cover Page Interactive Data File (the cover page XBRL tags are
            embedded within the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses