8-KLeadership ChangesRegulation FDExhibits & Filings

QUANTA SERVICES, INC. 8-K Report, Executive Changes (Dec 21, 2012)

Filed December 21, 2012For Securities:PWR

Summary

Quanta Services, Inc. (PWR) filed an 8-K on December 21, 2012, to announce a significant executive leadership change. Effective January 1, 2013, Earl C. (Duke) Austin, Jr. was appointed Chief Operating Officer (COO) of the company. Mr. Austin has an extensive history with Quanta, having previously led key divisions such as the Electric Power and Natural Gas and Pipeline divisions since 2011 and holding leadership roles in subsidiaries prior to that. This appointment is accompanied by a new employment agreement outlining Mr. Austin's compensation and benefits. His annual base salary will be $600,000, and he will receive a restricted stock award valued at $250,000, contingent on the average stock price leading up to January 1, 2013. The agreement also details severance packages under various termination scenarios, including specific provisions for terminations following a change in control. The company also issued a press release on December 21, 2012, to formally announce this promotion.

Key Highlights

  • 1Appointment of Earl C. (Duke) Austin, Jr. as Chief Operating Officer (COO), effective January 1, 2013.
  • 2Mr. Austin has a strong internal track record, previously leading the Electric Power and Natural Gas and Pipeline Divisions.
  • 3New employment agreement includes an annual base salary of $600,000.
  • 4Mr. Austin will receive a restricted stock award valued at $250,000, based on average stock price preceding the effective date.
  • 5Severance benefits are detailed, with enhanced provisions for termination following a change in control.
  • 6Employment agreement includes standard non-competition and non-solicitation clauses for a period post-termination.
  • 7The company issued a press release on December 21, 2012, to announce the COO appointment.

Frequently Asked Questions

Earl C. (Duke) Austin, Jr. has been appointed as the new Chief Operating Officer (COO) of Quanta Services, effective January 1, 2013.

The new COO, Mr. Austin, will receive an annual base salary of $600,000 and a restricted stock award valued at $250,000. He will also continue to participate in the company's incentive plans.

The employment agreement outlines severance payments based on termination circumstances. If terminated without cause (and not within 12 months of a change in control), Mr. Austin is entitled to two years of base salary. In the event of a termination for good reason or without cause within 12 months following a change in control, severance includes a lump-sum payment equal to three times his annual base salary plus bonus, and three years of continued medical benefits.

Yes, the employment agreement includes non-competition and non-solicitation covenants that restrict Mr. Austin from competing with Quanta Services or soliciting its customers and employees for a period of two years after his employment ends. There are also provisions for non-disclosure of confidential information.