8-KLeadership ChangesExhibits & Filings

QUANTA SERVICES, INC. 8-K Report, Executive Changes (Mar 8, 2013)

Filed March 8, 2013For Securities:PWR

Summary

This Form 8-K filing from Quanta Services, Inc. (PWR) on March 8, 2013, primarily details the adoption of the Quanta Services, Inc. 2013 Incentive Bonus Plan (the "Incentive Plan") by the Compensation Committee of the Board of Directors. This plan allows for annual bonus awards to executive officers and key management employees, payable in cash, restricted stock, and/or restricted stock units. Awards, particularly equity-based ones, will be made under the existing 2011 Omnibus Equity Incentive Plan or other approved plans. The filing also outlines the specific performance goals for 2013 for executive officers, which include operating income targets, return on equity targets, and individual strategic goals. Discretionary awards are also possible. Additionally, the report includes details on the approved forms of award agreements for restricted stock units for both employees/consultants and non-employee directors under the 2011 Omnibus Plan, specifying vesting schedules, dividend equivalents, and forfeiture/vesting conditions upon termination or Change in Control.

Key Highlights

  • 1Adoption of the 2013 Incentive Bonus Plan by Quanta Services for executive officers and key management.
  • 2Bonus awards under the new plan can be paid in cash, restricted stock, and/or restricted stock units.
  • 3Performance goals for 2013 executive bonuses include operating income, return on equity, and strategic goals.
  • 4Equity awards will be granted under the 2011 Omnibus Equity Incentive Plan or other approved plans.
  • 5Approved forms of Restricted Stock Unit (RSU) award agreements for employees/consultants and non-employee directors.
  • 6RSUs for employees vest in three equal annual installments, with dividend equivalents and vesting upon death or Change in Control.
  • 7RSUs for directors vest on a specified date or prior to the annual meeting, with dividend equivalents and specific vesting upon termination or Change in Control.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the adoption of the Quanta Services, Inc. 2013 Incentive Bonus Plan and the approval of forms of award agreements for restricted stock units, which are compensatory arrangements for officers and employees.

Under the 2013 Incentive Bonus Plan, executive officers and key management employees are eligible for annual bonuses payable in cash, restricted stock, and/or restricted stock units. These awards are linked to specific performance goals for 2013, including operating income targets, return on equity targets, and individual strategic goals.

For employees and consultants, RSUs will generally vest in three equal annual installments. Participants are entitled to receive dividend equivalents on the underlying shares. Unvested RSUs are forfeited upon termination of service, except in cases of death or a Change in Control, where they may vest.

RSUs for non-employee directors typically vest in full on a specified date or prior to the annual stockholders' meeting. Like employees, they receive dividend equivalents. Vesting provisions upon termination are also specific for directors, including events like not being nominated for re-election, resignation at the board's request, or a Change in Control.