QUANTA SERVICES INC
For the period ended May 24, 2024. Filed Apr 12, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 24, 2024 · Filed Apr 12, 2024
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a Party other than the Registrant |
|---|
CHECK THE APPROPRIATE BOX:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
Quanta Services, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
| ☑ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials: |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
Quanta Services, Inc.
2727 North Loop West
Houston, TX 77008 | (713)629-7600
TO BE HELD MAY 24, 2024
To our Stockholders:
The annual meeting of stockholders of Quanta Services, Inc. (“Quanta”) will be held at the company’s corporate headquarters, located at 2727 North Loop West, Houston, Texas 77008, on May 24, 2024, at 8:30 a.m. local time. At the meeting, you will be asked to consider and act upon the following matters, which are more fully described in the accompanying Proxy Statement:
| 1. | Election of eleven directors nominated by Quanta’s Board of Directors; |
| 2. | Approval, by non-binding advisory vote, of Quanta’s executive compensation; |
| 3. | Ratification of the appointment of PricewaterhouseCoopers LLP as Quanta’s independent registered public accounting firm for fiscal year 2024; |
| 4. | Approval of an amendment to Quanta’s Restated Certificate of Incorporation to provide for the exculpation of officers; and |
| 5. | Action upon any other matters that are properly brought before the meeting, or any adjournments or postponements of the meeting, by or at the direction of the Board of Directors. |
Our stockholders of record at the close of business on April 1, 2024, are entitled to notice of, and to vote at, the annual meeting and any adjournments or postponements of the meeting.
By Order of the Board of Directors,
Matthew D. McCoy
Corporate Secretary
Houston, Texas
April 12, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 24, 2024:
The Notice, Proxy Statement and 2023 Annual Report to Stockholders are available atwww.proxydocs.com/PWR.
| PROXY STATEMENT SUMMARY | Quanta Services, Inc. 2727 North Loop West Houston, TX 77008 | (713) 629-7600 |
|---|
This summary highlights selected information about the items to be voted on at the 2024 annual meeting of stockholders (the “Annual Meeting”) of Quanta Services, Inc. (together with its subsidiaries, “Quanta” or the “Company”). This summary does not contain all of the information that you should consider in deciding how to vote. You should read the entire Proxy Statement carefully before voting.
2024 Annual Meeting of Stockholders
Where The Company’s corporate headquarters, located at 2727 North Loop West, Houston, Texas 77008
When May 24, 2024, at 8:30 a.m. local time
Record Date Our stockholders of record at the close of business on April 1, 2024, are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the meeting.
Annual Meeting Agenda and
Voting Recommendations
Stockholders are being asked to vote on four agenda matters:
| Proposal | Board Recommendation |
|---|---|
| Election of eleven directors nominated by Quanta’s Board of Directors | FOR Each Director Nominee |
| Approval, by non-binding advisory vote, of Quanta’s executive compensation | FOR |
| Ratification of the appointment of PricewaterhouseCoopers LLP as Quanta’s independent registered public accounting firm for fiscal year 2024 | FOR |
| Approval of an amendment to Quanta’s Restated Certificate of Incorporation to provide for the exculpation of officers | FOR |
Voting Your Shares
Your vote is important. Even if you plan to attend the Annual Meeting in person, the Board of Directors of Quanta (the “Board”) recommends that you cast your vote as soon as possible. Stockholders of record may vote by any of the below methods.
| Internet | Telephone | |
|---|---|---|
| www.proxypush.com/PWR | 1-866-390-5316 | If you received a paper copy of the proxy form by mail, complete, sign, date and return your proxy card in the pre-addressed, postage-paid envelope provided. |
i
Proposal 1: Election of Directors
The Board of Directors unanimously recommends a vote FOR the election of each of the director nominees. u See page 2 for further information
Director Nominees
The table below provides summary information about each director nominee. Each director nominee is elected annually by a majority of votes cast.
In accordance with the Board’s ordinary course succession planning process, David McClanahan, currently Chairman of our Board, and Margaret Shannon, currently a member of the Board, have chosen not to stand, and have not been nominated, for reelection at the Annual Meeting. Having considered the size, structure and composition of the Board, as well as the strategic direction of the Company and the Board’s responsibility for oversight of risks facing the Company, as based on the recommendation of the Governance and Nominating Committee, the Board approved the nomination of Warner L. Baxter and Jo-ann dePass Olsovsky for election at the Annual Meeting, so that the Board shall thereafter continue to consist of eleven directors. Additionally, following the Annual Meeting, the Board intends to retain its current independent non-executive chairman leadership structure and appoint a new non-executive, independent Chairman of the Board to replace Mr. McClanahan.
| Committees | |||||
|---|---|---|---|---|---|
| Name, Age, and Principal Position / Experience | Director Since | AC | CC | GNC | IC |
| Earl C. (Duke) Austin, Jr. (54) President and Chief Executive Officer of Quanta · 2016 | |||||
| Warner L. Baxter (62) Independent Former Executive Chairman, President and Chief Executive Officer of Ameren Corporation | – | ||||
| Doyle N. Beneby (64) Independent Former President and Chief Executive Officer of Midland Cogeneration Venture | 2016 | ∎ | ∎ | ||
| Vincent D. Foster (67) Independent Executive Chairman and Former Chief Executive Officer of Main Street Capital Corporation | 1998 | ∎ F | ∎ | ||
| Bernard Fried (67) Independent Principal of BF Consulting and Former Chief Executive Officer of Plastikon Industries, Inc. | 2004 | ∎ F | ∎ | ||
| Worthing F. Jackman (59) Independent Former President and Chief Executive Officer of Waste Connections, Inc. | 2005 | ∎ F | ∎ | ||
| Holli C. Ladhani (53) Independent Former President and Chief Executive Officer of Select Energy Services, Inc. | 2021 | ∎ F | ∎ | ||
| Jo-ann dePass Olsovsky (59) Independent Former Executive Vice President and Chief Information Officer of Salesforce, Inc. | – | ||||
| R. Scott Rowe (53) Independent President, Chief Executive Officer and Director of Flowserve Corporation | 2022 | ∎ | ∎ | ||
| Raúl J. Valentín (60) Independent Executive Vice President and Chief Human Resources Officer of ABM Industries Incorporated | 2023 | ∎ | ∎ | ||
| Martha B. Wyrsch (66) Independent Former Executive Vice President and General Counsel of Sempra Energy | 2019 | ∎ | ∎ | ||
| Committees | ∎ Chairman ∎ Member F Financial Expert |
| AC - Audit Committee | |
| GNC - Governance and Nominating Committee | |
| CC - Compensation Committee | |
| IC - Investment Committee |
ii
Snapshot of 2024 Director Nominees
Board Qualifications, Skills and Experience
The Board regularly reviews the desired qualifications, skills and experiences that it believes are appropriate to oversee Quanta’s business and long-term strategy. Attributes brought by director nominees include:
Corporate Governance Highlights
We are committed to strong governance standards, as evidenced by the key best practices below.
✓ Annual election of directors
✓ Six new directors added since 2016, with two additional new director nominees at the current Annual Meeting
✓ Majority voting standard for election of directors in uncontested elections
✓ Director resignation policy
✓ Holders of Quanta common stock vote as a single class on all matters
✓ Separate Independent Chairman of the Board and Chief Executive Officer
✓ Annual stockholder engagement
✓ Robust stock ownership requirements for directors and officers
✓ Meaningful annual limit onnon-employee director compensation
✓ Code of Conduct that applies to all directors, officers and employees
✓ Robust oversight process of business strategy, risk management and corporate sustainability and responsibility matters
iii
Proposal 2: Advisory Vote to Approve Executive Compensation
The Board of Directors unanimously recommends a vote FOR the advisory resolution approving Quanta’s executive compensation. u See page 31 for further information
Compensation Overview
Quanta completed another significant year in 2023, with strategic, operational and financial accomplishments throughout the Company. Quanta utilized its innovative approach to its infrastructure solutions, combined with its broad portfolio of services, to perform at a high level and produce superior operational and financial results. Specifically, the Company achieved many record financial results, including record annual revenues, net income attributable to common stock, and net cash provided by operating activities, as well as record remaining performance obligations and backlog as ofyear-end 2023.
Quanta continued to accomplish key strategic objectives in 2023 related to, among other things, the development and expansion of key service offerings and the Company’s position as a facilitator for its customers as they embark on significant efforts that are aligned with the transition to a reduced-carbon economy and designed to respond to the impact of a changing climate. Notably, Quanta completed the strategic acquisition of Pennsylvania Transformer Technology, an established and reliable domestic manufacturer of power transformers and components for the electric utility, renewable energy, municipal power and industrials markets. The Company believes that this acquisition provides Quanta and its clients with an important supply chain solution. In addition to its continued financial success, Quanta remained focused on its commitments to all stakeholders of the Company, including the safety of its workforce, returning value to stockholders and providing additional information about the Company through enhanced quantitative and qualitative sustainability disclosures. The Company believes its performance and these accomplishments are indicative of the resiliency of its business model.
Quanta’s strong performance during 2023 resulted in an achievement percentage under the 2023 annual incentive plan of 125.8% of target performance and the completion of an exceptional 2021-2023 performance cycle that resulted in an achievement percentage of 178.6% of target performance under the 2021 long-term incentive plan. Additionally, the performance targets and metrics utilized in the Company’s 2023 long-term incentive plan, which apply to the 2023-2025 performance cycle, continue to generally represent improvement over historical performance and prior targets and support Quanta’s strategic initiatives with respect to return on invested capital, efficient and sustainable usage of property and equipment and employee safety.
2023 Target Compensation Mix
Quanta’s named executive officer (“NEO”) compensation is primarily comprised of base salary, short-term cash incentives and long-term equity incentives. Target award levels generally reflect competitive market levels and practices, with upside opportunity for performance above target levels, and performance measures are chosen to align the interests of executives with stockholders.
iv
2023 Long-Term Incentive Plan Equity Mix
A significant portion of equity-based incentive awards (70% with respect to the Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”) and 60% with respect to other NEOs) are tied to measurable Company performance over a 3-year performance period.
Elements of Executive Compensation
| Element and Form of Compensation | Performance / Payment Criteria | Purpose | |||
| Base Salary Cash | Individual performance and experience in the role are factors | To provide fixed compensation necessary to attract and retain key executives, and offset the cyclicality in our business that may impact variable pay | |||
| Short-Term IncentiveCash | Tied to the achievement of performance targets related to (i) AIP Adjusted EBITDA (as defined below); (ii) AIP Adjusted EBITDA margin (as defined below); and (iii) safety performance | To incentivize and reward achievement of annualfinancial and operational performance targets, which focus on profitable growth and safe execution | |||
| Long-Term IncentivePerformance Stock Units (“PSUs”) | Cliff-vest at the end of a 3-year performance period Tied to the achievement of return on invested capital, relative total stockholder return, capital efficiency and certain sustainability-based metrics(i.e., fleet idle time and composite driver safety) | To incentivize achievement of our long-term financial performance targets that focus on strategic initiatives To align management and stockholder interests and to attract and promote retention of key executives To incentivize sustainable performance through reduced environmental impact and enhanced employee safety | |||
| Restricted Stock Units (“RSUs”) | Vest over three years in equal annual installments | To align management and stockholder interests and attract and promote retention of key executives | |||
| Other CompensationRetirement Benefits and Perquisites | Not applicable | To maintain the health and safety of executives To provide a competitive compensation package and, in certain cases, optimize key executives’ time |
v
Compensation Governance
We are committed to strong governance standards that ensure our executive compensation program is closely aligned with the interests of our stockholders and other stakeholders, as evidenced by the policies and practices described below.
What We Do
| ✓ | Stock Ownership Guidelines. We maintain meaningful stock ownership guidelines that align our executives’ long-term interests with those of our stockholders and discourage excessive risk-taking. |
|---|
| ✓ | Clawback Policy. We maintain clawback policies that permit the Company to recover from executive officers and key employees of Quanta and its subsidiaries cash or equity incentive compensation in certain circumstances involving a restatement of the Company’s financial statements. |
|---|
| ✓ | Annual Review. Our Compensation Committee engages its own independent compensation consultant, which performs an annual comprehensive market analysis of our executive compensation program and pay levels. |
|---|
| ✓ | Annual Say-on-Pay Vote. We provide our stockholders with an annual opportunity to participate in an advisory vote on NEO compensation. |
|---|
| ✓ | Performance-Based Compensation. The majority of the target compensation for our NEOs is subject to objective and measurable financial and operational performance metrics. |
|---|
| ✓ | Performance Thresholds and Maximums. All performance-based awards require that the Company achieve a threshold level of performance to receive any award and provide for a cap on the maximum award in the event the established performance criteria is dramatically exceeded. |
|---|
| ✓ | Modest Perquisites. Our NEOs receive a modest amount of perquisites, which are intended to promote wellness, provide convenience in light of the demands of their positions, assist them in serving necessary business purposes, and provide a competitive compensation package (e.g., executive physical program, allowance for certain designated items). |
|---|
| ✓ | Sustainability Performance Metrics. Both short-term cash incentive compensation and long-term equity incentive compensation for NEOs are tied to successful performance of sustainability initiatives, including employee safety measures and efficient utilization of equipment. |
|---|
What We Don’t Do
| X | Pledging. We maintain an anti-pledging policy that prohibits directors and executive officers from pledging Quanta securities as collateral for a loan absent pre-clearance and demonstration of financial capacity to repay without resorting to the pledged securities. |
|---|
| X | Hedging. We maintain an anti-hedging policy that prohibits directors and executive officers from hedging the economic risk of ownership of Quanta common stock. |
|---|
| X | Gross-Up. Our employment agreements with NEOs do not provide for gross-ups of excise taxes on severance or other payments in connection with a change of control. |
|---|
| X | Single-Trigger Equity Awards. Pursuant to new award agreements adopted during 2023, equity awards granted subsequent to August 2023 will be subject to double-trigger vesting in connection with a change in control in which the transaction consideration does not consist solely of cash. |
|---|
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm
The Board of Directors unanimously recommends a vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as Quanta’s independent registered public accounting firm for fiscal year 2024. u See page 77 for further information
vi
Proposal 4: Approval of an Amendment to Quanta’s Restated Certificate of Incorporation to Provide for the Exculpation of Officers
The Board of Directors unanimously recommends a vote FOR approval of an amendment to Quanta’s Restated Certificate of Incorporation to provide for the exculpation of officers. u See page 80 for further information
vii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.