UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
March 25, 2011 (March 24, 2011)
QUANTA SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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1-13831
(Commission File No.)
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74-2851603
(IRS Employer Identification No.) |
1360 Post Oak Boulevard, Suite 2100
Houston, Texas 77056
(Address of principal executive offices, including ZIP code)
(713) 629-7600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) and (c) On March 24, 2011, John R. Colson, Chairman and Chief Executive Officer of Quanta
Services Inc. (the “Company”), advised the Board of Directors (the “Board”) that he will serve in
the role of Executive Chairman of the Board, effective upon election by the stockholders as a
director at the upcoming annual meeting of stockholders, currently scheduled for May 19, 2011.
After that time, Mr. Colson will no longer serve as the Company’s chief executive officer.
The Board has determined that James F. O’Neil III, the Company’s current President and Chief
Operating Officer, will be appointed as Chief Executive Officer of the Company to succeed Mr.
Colson, effective May 19, 2011 following the upcoming annual meeting of stockholders. Mr. O’Neil
will continue to hold the position of President. Mr. O’Neil, 52, has served as the Company’s
President and Chief Operating Officer since October 2008, as Senior Vice President of Operations
Integration and Audit from December 2002 until October 2008, and as Vice President of Operations
Integration from August 1999 until December 2002. Mr. O’Neil holds a Bachelor of Science in Civil
Engineering degree.
There are no arrangements or understandings between Mr. Colson or Mr. O’Neil and any other
person pursuant to which they were selected as officers. Neither Mr. Colson nor Mr. O’Neil has any
family relationship with any director, executive officer, or person nominated or chosen by the
Company to become a director or executive officer. There are no transactions in which Mr. Colson
or Mr. O’Neil has an interest requiring disclosure under Item 404(a) of Regulation S-K.
The information set forth under (e) below is hereby incorporated herein by reference.
(e) In connection with their new roles and responsibilities, the Company entered into new
Employment Agreements dated March 24, 2011 (each, an “Agreement”) with each of Messrs. Colson and
O’Neil. These Agreements will be effective as of May 19, 2011, following the upcoming annual
meeting of stockholders, and will supersede existing employment agreements between the Company and
Messrs. Colson and O’Neil.
Each Agreement has an initial term of two years that will subsequently renew automatically for
a one-year term unless the Company or the executive provides at least six months prior written
notice of non-renewal. Pursuant to the Agreements, Mr. Colson will receive an annual base salary
of $874,100, and Mr. O’Neil will receive an annual base salary of $750,000, subject in each case to
review by the Board on no less than an annual basis. In connection with Mr. O’Neil’s promotion,
the Compensation Committee of the Board authorized a restricted stock award to be granted to Mr.
O’Neil on May 19, 2011, consisting of the number of shares of the Company’s common stock having a
fair market value as of the close of business on such date equal to $250,000.
Each Agreement generally terminates upon the executive’s termination of employment due to (i)
death, (ii) disability, (iii) “cause” (as defined in the Agreement), (iv) “good reason” following a
“change in control” (each as defined in the Agreement), or (v) circumstances without cause. If the
executive’s employment is terminated due to disability, the executive will be entitled to a
lump-sum payment equal to one year of his annual base salary, subject to execution of a waiver and
release agreement. If the executive’s employment is terminated without cause (other than within 12
months following a change in control), the executive will be entitled to a lump-sum payment equal
to two years of his annual base salary, subject to execution of a waiver and release agreement. If
within 12 months following a change in control (as defined in the Agreement), the executive
terminates his employment for good reason or his employment is terminated other than for cause, the
executive will be entitled to severance benefits equal to (i) a lump-sum payment equal to three
times the sum of (x) his annual base salary at the rate then in effect and (y) the higher of (1)
the highest annual cash bonus paid (or earned, if not yet paid) to him under the Company’s annual
incentive plan for the past three fiscal years or (2) his target annual cash bonus payable for the
current fiscal year (or if such target bonus has not yet been determined, for the most recently
completed fiscal year), and (ii) continued medical, dental and vision benefits for the executive
and his dependents for three years after termination. No severance is payable upon the termination
of employment due to death, termination with cause, or a voluntary termination by the executive
without good reason.
Each Agreement contains customary non-competition covenants restricting the ability of the
executive to compete with the Company during the term of his employment and for a period of two
years thereafter, prohibiting solicitation of customers and employees for the same period, and
prohibiting him from disclosing confidential information and trade secrets. However, if the
Company notifies the executive that the Company will not renew the Agreement and the executive
remains employed through the end of the employment term, the covenants restricting competition and
solicitation of customers and employees apply for a period of one year following the notice of
non-renewal.
The foregoing description of the Agreements is qualified in its entirety by reference to the
full text thereof, copies of which are filed as Exhibits 10.1 and 10.2 to this report.
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| Item 7.01 |
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Regulation FD Disclosure. |
On March 24, 2011, the Company issued a press release announcing that John R. Colson will
assume the role of Executive Chairman in May 2011 and that James F. O’Neil will become President
and Chief Executive Officer. A copy of the press release is furnished herewith as Exhibit 99.1 and
is incorporated herein by reference.
Pursuant to General Instruction B.2 of Form 8-K and Securities and Exchange Commission Release
No. 33-8176, the information contained in the press release identified above shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not
subject to the liabilities of that section, and shall not be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit No. |
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Exhibit |
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| 10.1*
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Employment Agreement dated March 24, 2011, effective as of
May 19, 2011, by and between Quanta Services, Inc. and
John R. Colson |
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| 10.2*
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Employment Agreement dated March 24, 2011, effective as of
May 19, 2011, by and between Quanta Services, Inc. and
James F. O’Neil III |
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| 99.1
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Press Release of Quanta Services, Inc. dated March 24, 2011 |
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Management contract or compensatory plan or arrangement |