8-KOther Events

QUANTA SERVICES, INC. 8-K Report (May 23, 2002)

Filed May 23, 2002For Securities:PWR

Summary

Quanta Services, Inc. (PWR) filed an 8-K report on May 23, 2002, detailing significant changes resulting from a Settlement and Governance Agreement and an Amended and Restated Investor's Rights Agreement entered into with Aquila, Inc. (formerly UtiliCorp United Inc.) on May 20, 2002. The core of these agreements involves a substantial reconstitution of Quanta's Board of Directors, aimed at resolving previous governance issues and establishing a new framework for the relationship between the two companies. Key to investors, the Board has been restructured to include ten members: three designated by Quanta, three by Aquila, one representing Limited Vote Common Stock, and three independent directors. This restructuring led to the resignation of two existing directors and the appointment of new members, including Keith G. Stamm and Edward K. Mills. Furthermore, John R. Colson has been appointed as the new Chairman of the Board. These changes are crucial as they reflect a resolution of potential conflicts and a redefined governance structure that will shape the company's strategic direction and operations going forward.

Key Highlights

  • 1Quanta Services, Inc. entered into a Settlement and Governance Agreement and an Amended and Restated Investor's Rights Agreement with Aquila, Inc. on May 20, 2002.
  • 2The Board of Directors has been reconstituted to include ten members: three Quanta-designated, three Aquila-designated, one Limited Vote Common Stock director, and three independent directors.
  • 3Two directors, Louis C. Golm and Jerry J. Langdon, resigned from the Board.
  • 4Keith G. Stamm and Edward K. Mills were appointed to fill the vacancies on the Board.
  • 5The current Board composition includes three Aquila-designated, three Quanta-designated, one Limited Vote Common Stock director, and two independent directors, with a third independent director to be jointly chosen.
  • 6John R. Colson has been appointed as the new Chairman of the Board.
  • 7The company's 2002 Annual Meeting of Stockholders has been postponed and will be held in late June to approve the new slate of directors.

Frequently Asked Questions

The main purpose of the agreements is to settle outstanding matters and establish a new governance structure for Quanta Services, Inc., resolving potential conflicts and redefining the relationship between Quanta and Aquila.

The Board of Directors has been significantly reconstituted to a ten-member board with a balanced representation from Quanta, Aquila, a representative for Limited Vote Common Stock, and independent directors. This resulted in the resignation of two former directors and the appointment of new members.

The new directors and Chairman were appointed as part of the Settlement and Governance Agreement. Specifically, the agreement outlines the number of directors designated by Quanta, Aquila, and independent parties. John R. Colson was appointed as Chairman of the Board.

The 2002 Annual Meeting of Stockholders, where the new slate of directors will be submitted for approval, has been postponed and is scheduled to be held in late June 2002.