Edgar Filing: QUANTA SERVICES INC

Dated: May 28, 2013

QUANTA SERVICES, INC.

/s/ Gérard J. Sonnier

Name: Gérard J. Sonnier

Title: Vice President and General Counsel

Form 8-K

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):

May 28, 2013 (May 21, 2013)

QUANTA SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-13831

74-2851603

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

2800 Post Oak Boulevard, Suite 2600

Houston, Texas 77056

(Address of principal executive offices, including ZIP code)

(713) 629-7600

(Registrant’s telephone number, including area code)

N/A

(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))

Item 5.02

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

(e) As previously announced, John R. Colson, founder, executive chairman and director of Quanta Services Inc. (the “Company”), retired from the Company effective as of the Company’s Annual Meeting of Stockholders held on May 23, 2013. On May 21, 2013, the Compensation Committee of the Board of Directors confirmed that Mr. Colson will remain eligible to receive a pro rata portion of incentive bonuses, if any, that may be payable to him in respect of the 2013 performance year as the Company’s Executive Chairman as if he had remained in such position through the bonus payment date in accordance with the Company’s annual and supplemental incentive bonus plans, as determined by the Compensation Committee of the Board.

Item 5.07

Submission of Matters to a Vote of Security Holders.

(a) On May 23, 2013, the Company held its 2013 Annual Meeting of Stockholders.

(b) The following table presents the final voting results for the items that were presented for stockholder approval. Unless otherwise indicated, all results presented below reflect the voting power of the Common Stock and Series F Preferred Stock, voting together as a single class.


	For		Against		Abstain		Broker Non-Votes
(1) Election of Directors by Holders of Common Stock and Series F Preferred Stock
James R. Ball		160,917,328		15,023,290		193,799		8,783,467
J. Michal Conaway		174,995,543		945,239		193,635		8,783,467
Vincent D. Foster		170,209,482		5,731,807		193,128		8,783,467
Bernard Fried		175,262,414		681,727		190,276		8,783,467
Louis C. Golm		174,764,233		1,180,622		189,562		8,783,467
Worthing F. Jackman		175,230,170		708,101		196,146		8,783,467
James F. O’Neil III		173,643,555		2,293,287		197,575		8,783,467
Bruce Ranck		174,781,891		1,156,104		196,422		8,783,467
Margaret B. Shannon		175,390,757		555,319		188,341		8,783,467
Pat Wood, III		174,785,209		1,168,020		181,188		8,783,467
(2) Ratification of the appointment of PricewaterhouseCoopers LLP as Quanta’s independent registered public accounting firm for fiscal year 2013		182,140,542		2,593,510		183,832		—
(3) Approval, by non-binding advisory vote, of Quanta’s executive compensation		172,667,726		2,952,975		513,716		8,783,467

Based on the voting as reported above, the ten director nominees named above were elected as Directors of the Company. In addition, the Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2013 and approved, by non-binding advisory vote, the compensation of the Company’s named executive officers.

Item 8.01

Other Events.

Following the Company’s 2013 Annual Meeting of Stockholders held on May 23, 2013, the Board of Directors appointed Bruce Ranck as non-executive Chairman of the Board.

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.