8-KLeadership ChangesCorporate ChangesExhibits & Filings

QUANTA SERVICES, INC. 8-K Report, Executive Changes (Dec 15, 2010)

Filed December 15, 2010For Securities:PWR

Summary

Quanta Services, Inc. (PWR) filed an 8-K on December 15, 2010, reporting on several key corporate governance and personnel changes. The most significant event is the retirement of John R. Wilson as President of the Electric Power Division. While he is stepping down from that executive role, he will continue with the company in an advisory capacity at PAR Electrical Contractors, Inc., a subsidiary, for five years. This transition includes a new employment agreement detailing his salary, benefits, and restrictive covenants. Additionally, the company has made significant updates to its corporate governance practices. The Board of Directors approved revisions to eliminate the Series D Junior Participating Preferred Stock, which was no longer necessary as its associated rights agreement had expired. Furthermore, the company has adopted a majority voting standard for uncontested director elections and amended its Corporate Governance Guidelines to require directors to tender irrevocable resignations. Finally, the company has updated its Code of Ethics and Business Conduct to reflect new compliance areas and policies.

Key Highlights

  • 1John R. Wilson, President of the Electric Power Division, is retiring from his executive role but will continue in an advisory position at a subsidiary for five years.
  • 2Mr. Wilson's transition includes a new five-year employment agreement with PAR Electrical Contractors, Inc., with an annual base salary of $150,000 and continued health benefits.
  • 3The company has eliminated its Series D Junior Participating Preferred Stock, as the related rights agreement expired and was not renewed.
  • 4Quanta Services has adopted majority voting for uncontested director elections, requiring nominees to receive more 'for' votes than 'against' votes.
  • 5Board members will now be required to tender irrevocable resignations, which the Board can accept if a director fails to receive the required vote for re-election.
  • 6The company has updated its Code of Ethics and Business Conduct to include new provisions on discrimination, international business, financial reporting, and controlled substances/alcohol.

Frequently Asked Questions

John R. Wilson is retiring as President of the Electric Power Division. However, he will remain with the company as an employee of its subsidiary, PAR Electrical Contractors, Inc., serving in an advisory capacity for a period of five years.

The company has eliminated its Series D Junior Participating Preferred Stock. It has also implemented a majority voting standard for uncontested director elections and amended its Corporate Governance Guidelines to require directors to tender irrevocable resignations that the Board can accept if they fail to secure the necessary votes for re-election.

Yes, Quanta Services has revised its Code of Ethics and Business Conduct. The updates include changes related to protected characteristics for discrimination, compliance in international business, financial record-keeping, and policies on controlled substances and alcohol.

Mr. Wilson's new five-year employment agreement with PAR Electrical Contractors, Inc. includes an annual base salary of $150,000, payment of premiums for certain health and welfare benefits, and restrictive covenants preventing competition and solicitation of employees or customers. His continuous service for stock incentive plan purposes is also recognized.