QUANTA SERVICES, INC.
For the period ended May 21, 2026. Filed Apr 10, 2026.
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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 21, 2026 · Filed Apr 10, 2026
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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 |
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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. |
Quanta 2026 PROXY STATEMENT
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
Quanta Services, Inc.
2727 North Loop West
Houston, TX 77008 | (713)629-7600
TO BE HELD MAY 21, 2026
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 21, 2026, 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 ten directors nominated by Quanta’s Board of Directors; |
| 2. | Approval, by non-binding advisory vote, of the compensation of Quanta’s named executive officers for fiscal year 2025; |
| 3. | Ratification of the appointment of PricewaterhouseCoopers LLP as Quanta’s independent registered public accounting firm for fiscal year 2026; and |
| 4. | 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 2, 2026, 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 10, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 2026:
The Notice, Proxy Statement and 2025 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 |
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This summary highlights selected information about the items to be voted on at the 2026 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.
2026 Annual Meeting of Stockholders
Where The Company’s corporate headquarters, located at 2727 North Loop West, Houston, Texas 77008
When May 21, 2026, at 8:30 a.m. local time
Record Date Our stockholders of record at the close of business on April 2, 2026, 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 three agenda matters:
| Proposal | Board Recommendation |
|---|---|
| Election of ten directors nominated by Quanta’s Board of Directors | FOR Each Director Nominee |
| Approval, by non-binding advisory vote, of the compensation of Quanta’s named executive officers for fiscal year 2025 | FOR |
| Ratification of the appointment of PricewaterhouseCoopers LLP as Quanta’s independent registered public accounting firm for fiscal year 2026 | 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 1 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.
| Committees | ||||||
| Name, Age, and Principal Position / Experience | Director Since | AC | CC | GNC | FIC | SORC |
|---|---|---|---|---|---|---|
| Earl C. (Duke) Austin, Jr. (56) President and Chief Executive Officer of Quanta | 2016 | |||||
| Warner L. Baxter (64) IndependentFormer Executive Chairman, President and Chief Executive Officer of Ameren Corporation | 2024 | ● F | ● | ● | ||
| Doyle N. Beneby (66) Independent Chairman of the Board of Quanta and Former President and Chief Executive Officer of Midland Cogeneration Venture | 2016 | |||||
| Bernard Fried (69) Independent Principal of BF Consulting and Former Chief Executive Officer of Plastikon Industries, Inc. | 2004 | ● | ● | ● | ||
| Worthing F. Jackman (61) Independent Former President and Chief Executive Officer of Waste Connections, Inc. | 2005 | ● F | ● | |||
| Joseph Kim (54) Independent President, Chief Executive Officer and Director of Sunoco GP LLC, general partner of Sunoco LP | - | |||||
| Holli C. Ladhani (55) Independent Former President and Chief Executive Officer of Select Energy Services, Inc. | 2021 | ● F | ● | |||
| Jo-ann M. dePass Olsovsky (61) IndependentFormer Executive Vice President and Chief Information Officer of Salesforce, Inc. | 2024 | ● | ● | ● | ||
| R. Scott Rowe (55) Independent President, Chief Executive Officer and Director of Flowserve Corporation | 2022 | ● | ● | ● | ||
| Martha B. Wyrsch (68) 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 | |
| FIC - Finance and Investment Committee | |
| SORC - Safety, Operations and Risk Committee |
ii
Snapshot of 2026 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
✓ 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
iii
✓ 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
✓ Commitment to Board refreshment and composition aligned with the strategic direction of the Company
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation
The Board of Directors unanimously recommends a vote FOR the advisory resolution approving the compensation of Quanta’s named executive officers for fiscal year 2025. u See page 31 for further information
Compensation Overview
During 2025, Quanta continued to utilize its innovative approach to its infrastructure solutions, combined with the strength of its portfolio of services, to perform at a high level and produce superior operational and financial results. Quanta achieved many strategic, operational and financial accomplishments throughout the Company. The Company achieved many record financial results, including record annual revenues, net income attributable to common stock, adjusted EBITDA and earnings per share, as well as record net cash provided by operating activities and free cash flow. Quanta also ended 2025 with record remaining performance obligations and backlog, exemplifying the accelerating demand across the Company’s markets and positioning the Company well for 2026.
Quanta continued to develop and expand key service offerings and enhance the Company’s position as a total solutions provider for its customers as they continue to execute significant capital budgets in response to overall load growth, which is being driven by technology advancements and grid resilience and security initiatives. In furtherance of these strategic initiatives, during 2025 Quanta completed eight acquisitions that augmented its existing solutions offerings, including with respect to mechanical infrastructure solutions, civil solutions and aviation services, as well as a strategic supply chain investment in a company that specializes in harvesting, treating and manufacturing wood poles for the utility and telecommunication industries. Of note, Quanta completed the strategic acquisition of Dynamic Systems (DSI), LLC, a provider of turnkey mechanical, plumbing and process infrastructure solutions to a diversified customer base that includes technology, semiconductor, healthcare and other load center markets, which provides Quanta with a mechanical solutions platform that expands and diversifies its customer base and enhances its ability to provide cost- and labor-certain infrastructure solutions at scale. Quanta believes its consistent performance and these accomplishments are indicative of the strength of its solutions-based strategy and remains focused on delivering superior financial performance and returning value to its stockholders. Quanta also remains focused on continuing its commitments to all stakeholders of the Company, including the safety and training of its workforce and responsible performance within communities in which it operates.
With respect to performance under the Company’s 2025 annual incentive plan, the overall achievement percentage was 126.8% of target performance, which was driven by significant year-over-year improvement and above-target performance with respect to the earnings- and margin-based performance metrics, partially offset by performance slightly below target with respect to the safety performance improvement metric. Quanta also completed an exceptional 2023-2025 performance cycle that resulted in an achievement percentage of 188.5% of target performance under the 2023 long-term incentive plan, driven by continued improvement in the utilization of capital. Additionally, the financial performance targets and metrics included in the Company’s 2025 annual and long-term incentive plans continue to generally represent improvement over historical performance and prior targets and support Quanta’s strategic initiatives with respect to increased earnings and improvement in return on invested capital.
iv
2025 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.
2025 Long-Term Incentive Plan Equity Mix
A significant portion of equity-based incentive awards (70% with respect to the Chief Executive Officer (“CEO”) and President of Electric Power and 60% with respect to other NEOs) is tied to measurable Company performance over a 3-year performance period.
v
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 variability that may impact performance-based compensation | |||
| Short-Term IncentiveCash | Tied to the achievement of performance targetsrelated to (i) adjusted EBITDA; (ii) adjusted EBITDAmargin; and (iii) safety performance | To incentivize and reward achievement of annualfinancial and operational performance targets,which focus on profitable growth and safeexecution | |||
| Long-Term IncentivePerformance Stock Units (“PSUs”) | Cliff-vest at the end of a 3-year performanceperiod Tied to the achievement of return on investedcapital and cumulative adjusted earnings pershare, as well as relative total stockholder return | To incentivize achievement of our long-termfinancial performance targets that focus onstrategic initiatives, including effective deploymentof capital and earnings growth To align management and stockholder interestsand to attract and promote retention of keyexecutives | |||
| 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 packageand, in certain cases, optimize key executives’time |
vi
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. |
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| ✓ | 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. |
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| ✓ | 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. |
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| ✓ | Performance-Based Compensation. The majority of the target compensation for our NEOs is subject to objective and measurable key financial and operational performance metrics, including earnings, margin, return on capital and employee safety performance. |
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| ✓ | Annual Say-on-Pay Vote. We provide our stockholders with an annual opportunity to participate in an advisory vote on NEO compensation. |
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| ✓ | 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. |
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| ✓ | Modest Perquisites. Our NEOs receive a modest amount of perquisites, which are intended to promote health and safety, 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). |
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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. |
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| 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. |
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| 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 in control. |
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| X | Single-Trigger Equity Awards. Equity awards granted subsequent to August 2023 are subject to double-trigger vesting in connection with a change in control in which the transaction consideration does not consist solely of cash. |
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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 2026. u See page 75 for further information
vii
TABLE OF
CONTENTS
Board Recommendation✓X
| PROXY STATEMENT SUMMARY | i |
|---|---|
| QUANTA BOARD OF DIRECTORS | 1 |
| ✓ Proposal 1: Election of Directors | 1 |
| CORPORATE GOVERNANCE | 13 |
| Board Leadership Structure | 13 |
| Board’s Role in Strategy | 15 |
| Board’s Role in Risk Oversight | 15 |
| Board Independence | 17 |
| Executive Sessions of Non-Management Directors | 17 |
| Director Meetings | 17 |
| Committees of the Board | 18 |
| Compensation Committee Interlocks and Insider Participation | 22 |
| Code of Conduct | 22 |
| Engagement and Communications with the Board | 22 |
| Board and Committee Evaluations | 24 |
| Identifying and Evaluating Nominees for Director | 24 |
| Director Qualifications | 25 |
| Director Compensation | 25 |
| 2025 Director Compensation Table | 28 |
| EXECUTIVE OFFICERS | 29 |
| COMPENSATION DISCUSSION & ANALYSIS | 31 |
| Compensation Committee Report | 31 |
| Executive Summary | 31 |
| Compensation Philosophy | 36 |
| Elements of Executive Compensation | 37 |
| Executive Compensation Decisions for 2025 | 38 |
| Stock Ownership Guidelines | 48 |
| Insider Trading Policy | 48 |
| Pledging, Hedging and Other Transactions in Quanta Securities | 49 |
| Clawback Policies | 49 |
| Employment Agreements | 50 |
| Indemnification Agreements | 50 |
| Risk Considerations in Our Compensation Program | 50 |
| 2025 Compensation Process | 51 |
| Impact of Regulatory Requirements on Our Executive Compensation Decisions | 53 |
| Conclusion | 53 |
|---|---|
| EXECUTIVE COMPENSATION | 54 |
| 2025 Compensation Tables | 54 |
| Nonqualified Deferred Compensation in 2025 | 60 |
| Potential Payments upon Termination or Change in Control | 62 |
| Estimated Potential Payments | 65 |
| Equity Compensation Plan Information | 67 |
| Chief Executive Officer Pay Ratio | 68 |
| Pay Versus Performance | 69 |
| ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 73 |
| ✓ Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation | 73 |
| INDEPENDENT AUDITOR | 75 |
| ✓ Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm | 75 |
| Audit Committee Report | 76 |
| Audit Fees | 77 |
| SECURITY OWNERSHIP | 78 |
| Security Ownership of Certain Beneficial Owners | 78 |
| Security Ownership of Management | 79 |
| Employee, Officer and Director Hedging | 80 |
| CERTAIN TRANSACTIONS | 81 |
| Related Party Transactions | 81 |
| Review of Related Party Transactions | 82 |
| Delinquent Section 16(a) Reports | 82 |
| GENERAL INFORMATION | 83 |
| Questions and Answers About the Annual Meeting | 83 |
| Stockholder Proposals and Nominations of Directors for the 2027 Annual Meeting | 87 |
| ADDITIONAL INFORMATION | 89 |
| Other Matters | 89 |
| APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.