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.
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(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:
Number of Number of Votes Broker
Nominee: Votes Cast For Cast Against Abstentions Non-VotesEarl 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 Number of
Votes Cast For 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 Number of
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
119,271,980 4,785,359 64,736 -
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