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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 22, 2025, at the 2025 Annual Meeting of Stockholders of Quanta Services, Inc. (the “Company” or “Quanta”), Quanta’s stockholders approved Amendment No. 2 (the “Amendment”) to the Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan, as amended (the “Omnibus Plan”), which increased the number of shares of Quanta Common Stock that may be issued thereunder by 4,190,000 shares. The foregoing description of the Amendment is qualified in its entirety by reference to the complete text of the Amendment and the Omnibus Plan, copies of which are included as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
Additionally, Derrick Jensen has resigned from his role as Executive Vice President – Business Administration of Quanta, effective as of June 1, 2025. Mr. Jensen will remain an employee of the Company and will serve in an advisory role pursuant to a transition arrangement, and his resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. In connection with his new role, Mr. Jensen will receive an annual base salary of $200,000 and remain eligible to participate in certain Company employee benefit plans.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) On May 22, 2025, Quanta held its 2025 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 2025 Annual Meeting of Stockholders, which was filed with the U.S. Securities and Exchange Commission on April 11, 2025 (the “2025 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 2026 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 |
Withhold / Abstentions |
Broker Non-Votes |
||||||||||||
| Earl C. Austin, Jr. |
117,070,369 | 293,900 | 62,851 | 10,282,625 | ||||||||||||
| Warner L. Baxter |
116,032,938 | 1,101,990 | 292,192 | 10,282,625 | ||||||||||||
| Doyle N. Beneby |
113,952,815 | 3,404,844 | 69,461 | 10,282,625 | ||||||||||||
| Bernard Fried |
112,228,546 | 4,612,548 | 586,026 | 10,282,625 | ||||||||||||
| Worthing F. Jackman |
111,307,827 | 6,048,300 | 70,993 | 10,282,625 | ||||||||||||
| Holli C. Ladhani |
117,274,900 | 85,391 | 66,829 | 10,282,625 | ||||||||||||
| Jo-ann M. dePass Oslovsky |
117,046,773 | 312,284 | 68,063 | 10,282,625 | ||||||||||||
| R. Scott Rowe |
114,617,881 | 2,517,349 | 291,890 | 10,282,625 | ||||||||||||
| Raúl J. Valentín |
115,886,286 | 1,189,051 | 351,783 | 10,282,625 | ||||||||||||
| Martha B. Wyrsch |
115,611,202 | 1,749,509 | 66,409 | 10,282,625 | ||||||||||||
Advisory Vote on Executive Compensation (Item 2)
The advisory resolution approving the Company’s executive compensation as set forth in the 2025 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 |
Withhold / Abstentions |
Broker Non-Votes | |||
| 108,939,966 | 7,703,334 | 783,820 | 10,282,625 |
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 2025 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 |
Withhold / Abstentions |
Broker Non-Votes | |||
| 119,775,163 | 7,886,382 | 48,201 | — |
Approval of an Amendment to the Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan (Item 4)
The Amendment was approved with the vote totals, rounded to the nearest whole share, set forth in the table below:
| Number of Votes Cast For |
Number of Votes Cast Against |
Withhold / Abstentions |
Broker Non-Votes | |||
| 113,114,494 | 4,107,312 | 205,315 | 10,282,625 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Exhibit | |
| 10.1 | 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) | |
| 10.2 | 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) | |
| 10.3 | Amendment No. 2 to the Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan | |
| 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 29, 2025 | Quanta Services, Inc. | |||||
| By: | /s/ Donald C. Wayne | |||||
| Name: | Donald C. Wayne | |||||
| Title: | Executive Vice President and General Counsel | |||||