Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

June 26, 2023

Quanta Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


001-13831		74-2851603
(Commission File No.)		(IRS Employer Identification No.)

2727 North Loop West

Houston, Texas 77008

(Address of principal executive offices, including ZIP code)

(713) 629-7600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $0.00001 par value	PWR	New York Stock Exchange

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).

Emerging growth company ☐

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 5.02(d)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 26, 2023, pursuant to the authority granted to the Board of Directors (the “Board”) by the Bylaws of Quanta Services, Inc. (“Quanta” or the “Company”), as amended and restated, the Board increased the size of the Board from ten to eleven directors and, upon the recommendation of the Governance and Nominating Committee of the Board, elected Raúl J. Valentín to serve as a director, filling the vacancy created by such increase. Mr. Valentín will serve as a director until the Company’s next annual meeting of stockholders or until his earlier resignation or removal or when a successor is duly elected and qualified. Mr. Valentín has not been appointed to any committees of the Board.

Mr. Valentín will participate in the same compensation program and receive the same other benefits as each of the Company’s non-employee directors. Specifically, for his service on the Board from his election through the end of the 2023-2024 director service year, Mr. Valentín will receive (i) a pro-rata annual cash retainer in the amount of approximately $98,000 and (ii) a pro-rata annual award of restricted stock units, which has a value of approximately $154,000 and vests in full upon conclusion of the director service year. At such time as Mr. Valentín is appointed to one or more committees of the Board, he will also be entitled to receive, for the period from his election through the end of the 2023-2024 director service year, a pro-rata portion of the annual retainer for service on such committee or committees. Mr. Valentín has also entered into the Company’s standard indemnification agreement for directors and officers. Additional information regarding the Company’s non-employee director compensation program and the standard indemnification agreement are set forth in the Company’s definitive proxy statement for the Company’s 2023 annual meeting of stockholders, which was filed with the Securities and Exchange Commission on April 13, 2023.

There are no arrangements or understandings between Mr. Valentín and any other person pursuant to which he was appointed as a director, and there are no transactions in which Mr. Valentín has a material interest that require disclosure under Item 404(a) of Regulation S-K, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor are any such transactions currently proposed.

Item 7.01

Regulation FD Disclosure.

On June 26, 2023, the Company issued a press release announcing the appointment of Mr. Valentín to the Board. A copy of the press release is furnished herewith as Exhibit 99.1.

The information furnished in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Exhibit

99.1		Press Release of Quanta Services, Inc. dated June 26, 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: June 30, 2023	Quanta Services, Inc.

	By:	/s/ Donald C. Wayne
		Name:	Donald C. Wayne
		Title:	Executive Vice President and General Counsel

Exhibit 99.1

LOGO

PRESS RELEASE

FOR IMMEDIATE RELEASE

23-10


Investors—Kip Rupp, CFA		Media – Liz James
Quanta Services, Inc.		FGS Global
(713) 341-7260		(281) 881-5170

RAÚL J. VALENTÍN JOINS QUANTA SERVICES BOARD OF DIRECTORS

Adds Extensive Executive-Level Leadership and Human Resources Experience

HOUSTON – June 26, 2023 – Quanta Services, Inc. (NYSE:PWR) announced today the appointment of Raúl J. Valentín to the company’s Board of Directors. He brings extensive executive-level leadership and human resources experience and expertise to Quanta’s board.

David McClanahan, Quanta Services’ independent Chairman of the Board, commented, “We are pleased to welcome Raúl to the Quanta Services Board of Directors. He is an accomplished public company human resources executive with extensive people strategy, communications, diversity and inclusion and sustainability experience. We look forward to working with Raúl and welcome the perspective he will provide to Quanta’s board and to the company.”

Since 2021, Mr. Valentín has served as Executive Vice President and Chief Human Resources Officer of ABM Industries Incorporated (NYSE: ABM), a publicly traded provider of facility services, infrastructure solutions, and parking management, including janitorial, engineering, parking, eMobility, infrastructure, electrical, lighting and energy solutions. In this role, Mr. Valentín leads ABM’s global human resources operations for over 100,000 employees, as well as communications and corporate citizenship, including diversity and inclusion, sustainability, and philanthropy. He previously served as ABM’s Senior Vice President of Human Resources. Mr. Valentín also previously served as Senior Vice President of Human Resources for a division of Coty, Inc., a publicly traded company that manufactures, markets and distributes fragrances, cosmetics and other skin and body care products, and in human resources roles of increasing responsibility with Comcast Corporation, a publicly traded provider of entertainment, information and communication products. He has also held human resources leadership roles at Covance Inc., a global biopharmaceutical drug development services company, Frito-Lay North America, a division of PepsiCo, and R.H. Macy & Co., Inc. Mr. Valentín was born in Puerto Rico, is fluent in both English and Spanish and holds a Bachelor of Arts degree from the University of Pennsylvania.

About Quanta Services

Quanta Services is a leading specialized contracting services company, delivering comprehensive infrastructure solutions for the utility, renewable energy, communications, pipeline and energy industries. Quanta’s comprehensive services include designing, installing, repairing and maintaining energy and communications infrastructure. With operations throughout the United States, Canada, Australia and select other international markets, Quanta has the manpower, resources and expertise to safely complete projects that are local, regional, national or international in scope. For more information, visit www.quantaservices.com.

Document and Entity Information	Jun. 26, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001050915
Document Type	8-K
Document Period End Date	Jun. 26, 2023
Entity Registrant Name	Quanta Services, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-13831
Entity Tax Identification Number	74-2851603
Entity Address, Address Line One	2727 North Loop West
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77008
City Area Code	(713)
Local Phone Number	629-7600
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.00001 par value
Trading Symbol	PWR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false