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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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(b) On May 22, 2019, Quanta Services,
Inc. (the “Company” or “Quanta”) received notice that Jesse E. Morris would be resigning from his roles as Executive Vice President – Finance and President – Infrastructure Solutions of Quanta to pursue another career
opportunity. Mr. Morris’s resignation was not associated with or attributable to any disagreement with the Company, including without limitation, any matter relating to the Company’s operations, policies or practices.
(e)
Incentive Plan
. On May 23, 2019, at the 2019 Annual Meeting of Stockholders of Quanta Services, Inc.,
Quanta’s stockholders approved the Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan (the “2019 Omnibus Plan”). Quanta’s Board of Directors (the “Board”) previously adopted and approved the 2019 Omnibus Plan on
March 21, 2019, subject to stockholder approval.
The 2019 Omnibus Plan provides for the award of
non-qualified
stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), stock bonus awards, performance compensation
awards (including cash bonus awards) or any combination of the foregoing. Employees, directors, officers, advisors or consultants of Quanta or its affiliates are eligible to participate in the 2019 Omnibus Plan, as are prospective employees,
directors, officers, consultants or advisors of Quanta who have agreed to serve Quanta in those capacities. The 2019 Omnibus Plan, subject to certain adjustments, will authorize no more than the sum of (i) 7,000,000 shares of common stock of
the Company, $0.00001 par value per share (“Common Stock”),
plus
(ii) such number of shares of Common Stock that remained available for awards under the Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (the
“2011 Omnibus Plan”) as of the date of approval by the stockholders of the 2019 Omnibus Plan. In addition, any shares subject to outstanding awards pursuant to the 2011 Omnibus Plan that are forfeited, cancelled, expired or settled in cash
after May 23, 2019 will be added to the maximum amount of shares available for issuance under the 2019 Omnibus Plan. No further awards will be made under the 2011 Omnibus Plan.
A summary of the principal terms of the 2019 Omnibus Plan is included in the Company’s definitive proxy statement for its 2019 Annual
Meeting of Stockholders filed with the Securities and Exchange Commission on April 12, 2019 (the “2019 Proxy Statement”) under the caption “Proposal 4. Approval of Quanta Services Inc. 2019 Omnibus Equity Incentive Plan,”
which description is incorporated herein by reference. The foregoing description of the 2019 Omnibus Plan is qualified in its entirety by reference to the complete text of the 2019 Omnibus Plan, a copy of which is included as Exhibit 10.1 to this
Current Report on Form
8-K
and is incorporated herein by reference.
Form Award Agreements
.
On May 22, 2019, the Compensation Committee of the Board (the “Compensation Committee”) also approved, subject to stockholder approval of the 2019 Omnibus Plan, the terms of certain forms of award agreements to be used in connection
with grants of RSUs and performance stock units (“PSUs”) to employees and consultants of the Company or its affiliates and grants of RSUs to
non-employee
directors of the Company pursuant to the 2019
Omnibus Plan.
The form of RSU award agreement for employees and consultants, including executive officers, provides that
RSUs will be settled in shares of Common Stock at the end of the applicable vesting period (less any shares of Common Stock withheld to satisfy payroll and other tax withholding obligations). During the participant’s continuous service with the
Company or an affiliate of the Company, RSUs will vest in three equal annual installments beginning on the applicable vesting date designated in the award agreement. The participant will also be entitled to receive a cash dividend equivalent payment
with respect to each share of Common Stock underlying an RSU award, which is payable only to the extent the RSUs vest and are settled. Upon any termination of the participant’s continuous service before all of the RSUs become vested, all
unvested RSUs as of the termination date will be forfeited, except that unvested RSUs will become vested (i) upon the death of the participant during the participant’s continuous service or (ii) upon the occurrence of a Change in
Control (as defined in the 2019 Omnibus Plan) during the participant’s continuous service.
The form of
RSU award agreement for
non-employee
directors provides that RSUs will be settled in shares of Common Stock, or if elected by the director, in a combination of cash and Common Stock, at the end
of the applicable vesting period. The RSUs will vest in full on the applicable vesting date designated in the award agreement. The director will also be entitled to receive a cash dividend equivalent payment with respect to each share of Common
Stock underlying an RSU award, which is payable only to the extent the RSUs vest and are settled. Upon any termination of the director’s board service before all of the RSUs become vested, all unvested RSUs as of the termination date will be
forfeited, except that unvested RSUs will become vested (i) upon the death of the director during the director’s board service, (ii) upon the termination of the director’s board service as a result of not being nominated for or
elected to a new term as a director, (iii) upon the director’s resignation at the request and for the convenience of the board other than for cause, or (iv) upon the occurrence of a Change in Control during the director’s board
service.