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): May 26, 2017 (May 23, 2017)

 

 

QUANTA SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

001-13831   74-2851603

(Commission

File No.)

 

(IRS Employer

Identification No.)

2800 Post Oak Boulevard, Suite 2600

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):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Compensatory Arrangement

(e)    On May 23, 2017, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Quanta Services, Inc. (the “Company” or “Quanta”) adopted the 2017 annual incentive plan for all corporate employees, the 2017 long-term incentive plan for senior leadership and the 2017 discretionary plan for all employees (collectively, the “Incentive Plan”). Under the Incentive Plan, certain employees of the Company, including all executive officers, are eligible to receive incentive compensation awards payable in cash, restricted stock units (“RSUs”) and/or performance units, and the Compensation Committee, based on recommendations of management, established specific target incentive amounts for the executive officers. All equity-based awards under the Incentive Plan will be made pursuant to the Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (the “Omnibus Plan”) or other plans that may be approved from time to time by the Board or by stockholders as required.

Certain awards under the Incentive Plan are based on the achievement of annual or long-term performance metrics. The annual performance metrics for 2017 include EBITDA, EBITDA margin and safety. The long-term incentive performance metrics for the January 1, 2017 through December 31, 2019 performance period include return on invested capital, total shareholder return and capital efficiency.

The foregoing description of the Incentive Plan is qualified in its entirety by reference to the Incentive Plan and the Omnibus Plan, copies of which are included as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto, respectively, and incorporated herein by reference.

Appointment and Transition of Certain Officers

(b)(c)    On May 24, 2017, the Board appointed Jerry K. Lemon as Chief Accounting Officer of the Company. The Chief Accounting Officer role was previously performed by Derrick A. Jensen, who remains the Chief Financial Officer of the Company. Bifurcation of the Chief Accounting Officer and Chief Financial Officer roles was deemed appropriate due to the increasing size and complexity of the Company’s accounting and finance functions.

Mr. Lemon, 57, has served as Vice President – Accounting of the Company since March 2017. Prior to joining Quanta, he served as Senior Vice President and Chief Financial Officer of the Energy, Infrastructure and Industrial Construction operating unit of AECOM, a publicly traded global infrastructure company, from October 2014 to November 2016, and as Senior Vice President and Chief Financial Officer of the Energy & Construction Division of URS Corporation, a publicly traded global engineering and construction services company, from November 2007 to October 2014. In both positions, Mr. Lemon had primary responsibility for the financial and accounting functions of the unit or division. He also served as Senior Vice President and Controller of Washington Group International, Inc., a publicly traded engineering and construction company, from October 2003 until November 2007, where he managed the company’s financial reporting function. Mr. Lemon also previously served as a partner for KPMG LLP and Arthur Andersen LLP, both public accounting firms. Mr. Lemon holds a Bachelor of Science in Accounting and is a Certified Public Accountant.

There are no arrangements or understandings between Mr. Lemon and any other person pursuant to which he was selected as an officer. Mr. Lemon has no family relationship with any director, executive officer, or other person nominated or chosen by the Company to become a director or executive officer. There are no transactions between Mr. Lemon and the Company that are required to be reported under Item 404(a) of Regulation S-K.

Mr. Lemon was employed by the Company in March 2017 with an annual base salary of $400,000 and annual and long-term target incentive amounts each equal to 60% of his annual base salary. In addition, at that time he received a RSU award consisting of the number of RSUs equal to the number of shares of the Company’s common stock having a fair market value (based on the average of the closing prices of the Company’s common stock for the twenty consecutive trading days immediately preceding the date of grant) of $350,000, which shall vest in equal annual installments over a three-year period following the date of grant, subject to the terms of the award agreement. This award was made pursuant to the Omnibus Plan. As an executive officer, Mr. Lemon is entitled to participate in the Company’s annual and long-term incentive plans for senior leadership (described in further detail above), along with the Company’s nonqualified deferred compensation plan and other savings and retirement programs on the same terms generally applicable to other similarly situated officers. He is also entitled to receive coverage for himself and his dependents under the Company’s welfare benefit programs or the same terms generally applicable to other similarly situated officers and to receive reimbursement of certain expenses incurred during his employment.

Additionally, on May 24, 2017 Dale L. Querrey ceased to serve as President – Electric Power Division of the Company. He remains employed by the Company in a non-executive officer role.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a)    On May 24, 2017, the Company held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”).

(b)    The final voting results for the items that were presented for stockholder approval, recommendation or ratification at the Annual Meeting are set forth below. These items related to each proposal described in detail in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 14, 2017. Unless otherwise indicated, all results presented below reflect the voting power of the Common Stock, Series F Preferred Stock and Series G Preferred Stock, voting together as a single class.

Election of Directors (Item 1)

The following nine director nominees were elected as directors of the Company to serve one-year terms expiring at the 2018 Annual Meeting of Stockholders. The vote totals for each director are set forth in the table below:

 

Nominee :    For      Against      Abstain      Broker
Non-Votes 		 

Earl C. Austin, Jr.

     114,343,859        1,539,164        42,536        13,875,924  

Doyle N. Beneby

     114,649,120        1,240,271        36,168        13,875,924  

J. Michal Conaway

     114,489,322        1,399,406        36,831        13,875,924  

Vincent D. Foster

     95,844,256        20,044,462        36,841        13,875,924  

Bernard Fried

     113,280,469        2,608,554        36,536        13,875,924  

Worthing F. Jackman

     113,448,268        2,433,988        43,303        13,875,924  

David M. McClanahan

     114,647,959        1,240,669        36,931        13,875,924  

Margaret B. Shannon

     112,964,893        2,926,951        33,715        13,875,924  

Pat Wood, III

     108,934,892        6,952,705        37,962        13,875,924  

Advisory Vote on Executive Compensation (Item 2)

The advisory resolution approving the Company’s executive compensation was approved, with the vote totals as set forth in the table below:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

107,679,871

  7,941,797   303,891   13,875,924

Advisory Vote on the Frequency of Future Stockholder Advisory Votes on Executive Compensation (Item 3)

In the advisory vote on the frequency of future stockholder advisory votes on the Company’s executive compensation, votes were cast in favor of holding future advisory votes every year, every two years or every three years as set forth in the table below:

 

1 year

 

2 years

 

3 years

 

Abstain

 

Broker Non-Votes

102,642,340

  123,797   13,091,548   67,874   —  

Ratification of Appointment of Independent Registered Public Accounting Firm (Item 4)

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2017 was ratified, with the vote totals as set forth in the table below:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

128,234,821

  1,508,845   57,817   —  

(d)    In accordance with the recommendation of the Board, the Company’s stockholders recommended, by advisory vote, a one-year frequency of future advisory votes on the Company’s executive compensation. In accordance with these results and its previous recommendation, the Board determined that future stockholder advisory votes on the Company’s executive compensation will be held every year until the next required advisory vote on the frequency of stockholder advisory votes on the Company’s executive compensation, which the Company expects to hold no later than its 2023 Annual Meeting of Stockholders.

 

Item 7.01 Regulation FD Disclosure.

On May 25, 2017, the Company issued a press release announcing that the Board authorized the Company to repurchase up to $300 million of its outstanding common stock through June 30, 2020. A copy of the press release, the text of which is incorporated into this Item 7.01 by reference, is furnished herewith as Exhibit 99.1.

The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

 

Item 8.01 Other Events.

Following the Annual Meeting, the Board appointed David M. McClanahan as independent Chairman of the Board, to serve as such until his successor is duly elected and qualified at the next annual meeting of the Board or until his earlier resignation or removal.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

  

Exhibit

10.1 *^    Quanta Services, Inc. 2017 Annual Incentive Plan – Corporate Employees, Quanta Services, Inc. 2017 Senior Leadership Long-Term Incentive Plan and Quanta Services, Inc. 2017 Discretionary Plan – All Employees
10.2 *    Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 4.5 to the Company’s Form S-8 (No. 333-174374) filed May 20, 2011 and incorporated herein by reference)
10.3 *    Amendment No. 1 to the Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended June 30, 2013 (No. 001-13831) filed August 9, 2013 and incorporated herein by reference)
10.4 *    Amendment No. 2 to the Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2016 (No. 001-13831) filed August 8, 2016 and incorporated herein by reference)
99.1^    Press Release of Quanta Services, Inc. dated May 25, 2017

 

* Management contract or compensatory plan or arrangement
^ Filed or furnished with this Current Report on Form 8-K

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 26, 2017     QUANTA SERVICES, INC.
    By:  

/s/ Donald C. Wayne

      Name:   Donald C. Wayne
      Title:   Executive Vice President and General Counsel

EXHIBIT INDEX

 

Exhibit

No.

  

Exhibit

10.1 *^    Quanta Services, Inc. 2017 Annual Incentive Plan – Corporate Employees, Quanta Services, Inc. 2017 Senior Leadership Long-Term Incentive Plan and Quanta Services, Inc. 2017 Discretionary Plan – All Employees
10.2 *    Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 4.5 to the Company’s Form S-8 (No. 333-174374) filed May 20, 2011 and incorporated herein by reference)
10.3 *    Amendment No. 1 to the Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended June 30, 2013 (No. 001-13831) filed August 9, 2013 and incorporated herein by reference)
10.4 *    Amendment No. 2 to the Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2016 (No. 001-13831) filed August 8, 2016 and incorporated herein by reference)
99.1^    Press Release of Quanta Services, Inc. dated May 25, 2017

 

* Management contract or compensatory plan or arrangement
^ Filed or furnished with this Current Report on Form 8-K

Exhibit 10.1

 

LOGO

Quanta Services, Inc.

Term Sheet

2017 Annual Incentive Plan – Corporate Employees

Participants

Employees will be selected to participate in the Plan with the approval of the Compensation Committee after consultation with the CEO.

Target Incentive

A target incentive amount, representing a specified percentage of annual base salary, has been established for each participant in the Plan.

Performance Period

One year beginning on January 1, 2017 through December 31, 2017.

Company Performance Metrics and Weighting

Metrics and Weighting, which are determined by Compensation Committee annually, are as follows for 2017:

 

  •   EBITDA                    60%

 

  •   EBITDA Margin       20%

 

  •   Safety                        20%

The payout on each metric will be determined based on the level of achievement as determined by the Compensation Committee relative to pre-established goals, according to the following table:

 

Percent of Achievement

   Payout Percentage  

Less than Minimum Threshold

     0 % 

Minimum Threshold

     25 % 

50%

     50 % 

100%

     100 % 

150%

     150 % 

200%

     200 % 

Administration and Limitations

 

  •   The salary in effect on December 31, 2017 will be used in the calculation.

 

  •   When performance falls between the designated points in the table, the incentive will be determined by interpolation.

 

  •   Any incentive will be subject to (i) assessment of overall company performance to ensure that payout of incentives will not jeopardize the financial stability of the company, and (ii) discretion of Quanta management regarding individual performance.

 

  •   A participant must be employed by the company on the date incentive compensation under the Plan is paid. Any participant not employed by the company on the payment date forfeits any and all rights to such incentive compensation. It is the company’s intention to pay incentive compensation earned under the plan in March following the end of the calculation period.

  •   A new participant added to this Plan during the Plan year will be pro-rated from their date of hire unless otherwise determined by the CEO or, in the case of any executive officer, the Compensation Committee.

Clawback Provision

Notwithstanding anything herein to the contrary, any incentive based compensation, or any other compensation, paid or payable to any executive officer of Quanta Services, Inc. pursuant to this plan which is subject to recovery under any law, government regulation, order or stock exchange listing requirement, shall be subject to such deductions and clawback (recovery), including by means of repayment by the executive officer and/or withholding of future wages, as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement).

In addition, notwithstanding anything herein to the contrary, any incentive based compensation, or any other compensation, paid or payable to any individual other than an executive officer of Quanta Services, Inc. pursuant to this plan which, if payable to an executive officer of Quanta Services, Inc., would be subject to recovery under any law, government regulation, order or stock exchange listing requirement, shall be, at the discretion of the Compensation Committee, subject to such deductions and clawback (recovery), including by means of repayment by the individual and/or withholding of future wages, to the same extent as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement) with respect to an executive officer of Quanta Services, Inc., but only to the extent that the circumstances requiring such deductions and clawback (recovery) are attributable in whole or in part to the functional area or operating unit with whom the recipient of such compensation is associated.

Acceptance of an award pursuant to this plan renders a recipient’s future wages subject to withholding by the Company to permit recovery of any amounts that may become due under this provision. This provision shall apply with respect to the performance period and shall survive to the extent required by law, government regulation, order, stock exchange listing requirement (or any policy of the company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement). Recipients may be required to acknowledge and agree in writing to the foregoing as a condition to receipt of an award pursuant to this plan.

Incentive Payout

Any incentive earned under the Annual Incentive Plan is intended to be paid in cash.

 

2

LOGO

Quanta Services, Inc.

Term Sheet

2017 Sr. Leadership Long-Term Incentive Plan

Participants

Employees will be selected to participate in the Plan with the approval of the Compensation Committee after consultation with the CEO.

Target Incentive

A target incentive amount, representing a specified percentage of annual base salary, has been established for each participant in the Plan.

Performance Period

Three years beginning on January 1, 2017 through December 31, 2019.

Company Performance Component

A specified percentage (namely, 70% with respect to the CEO, 60% with respect to senior leadership personnel whose annual base salary rate is expected to exceed $350,000 as of December 31, 2017, and 50% with respect to other senior leadership personnel) of a participant’s long-term incentive target value will be awarded in performance units that, subject to the terms of the applicable award agreement, cliff vest following the end of the three-year performance period at the rate determined by the Committee based on the achievement of company financial performance metrics.

Company Performance Metrics and Weighting

Metrics and Weighting, which are determined by Compensation Committee shortly following commencement of the performance period, are as follows for 2017-2019:

 

•   ROIC with TSR Modifier         66%

 

•   Capital Efficiency                     34%

The vesting rate or payout percentage on each metric will be determined following conclusion of the three-year performance period based on the level of achievement relative to pre-established goals as certified by the Compensation Committee.

Individual Component

The remaining percentage (or 30% with respect to the CEO, 40% with respect to senior leadership personnel whose annual base salary rate is expected to exceed $350,000 as of December 31, 2017, and 50% with respect to other senior leadership personnel) of a participant’s long-term incentive target value will be awarded in time-vested restricted stock units that, subject to the terms of the applicable award agreement, vest ratably over a three-year period following the date of grant, and with respect to certain executive officers, may include a financial performance condition.

Administration and Limitations

 

•   Any incentive will be subject to (i) assessment of overall company performance to ensure that payout of incentives will not jeopardize the financial stability of the company and (ii) discretion of Quanta management regarding individual performance, and (iii) approval by the Compensation Committee.

•   It is intended that incentives pursuant to the Long-Term Incentive Plan be granted in equity-based awards, such as performance units and restricted stock units described above, that may be settled solely in common stock. However, with the approval of the Compensation Committee after consultation with the CEO, incentives pursuant to this plan may be granted in (or substituted with) equity-based awards that may be settled in cash.

 

•   Generally, a participant must be employed by the company on the date of vesting to be eligible to receive the payout, and any participant not employed by the company on the vesting date forfeits any and all rights to such payout. However, the Compensation Committee, after consultation with the CEO, may determine to permit a participant who leaves prior to the completion of the three-year performance period to receive his or her payout, or some portion of it.

 

•   Awards to a new participant added to this Plan during the first nine months of the performance period generally will be pro-rated from their date of hire unless otherwise determined by the Compensation Committee.

Clawback Provision

Notwithstanding anything herein to the contrary, any incentive based compensation, or any other compensation, paid or payable to any executive officer of Quanta Services, Inc. pursuant to this plan which is subject to recovery under any law, government regulation, order or stock exchange listing requirement, shall be subject to such deductions and clawback (recovery), including by means of repayment by the executive officer and/or withholding of future wages, as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement).

In addition, notwithstanding anything herein to the contrary, any incentive based compensation, or any other compensation, paid or payable to any individual other than an executive officer of Quanta Services, Inc. pursuant to this plan which, if payable to an executive officer of Quanta Services, Inc., would be subject to recovery under any law, government regulation, order or stock exchange listing requirement, shall be, at the discretion of the Compensation Committee, subject to such deductions and clawback (recovery), including by means of repayment by the individual and/or withholding of future wages, to the same extent as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement) with respect to an executive officer of Quanta Services, Inc., but only to the extent that the circumstances requiring such deductions and clawback (recovery) are attributable in whole or in part to the functional area or operating unit with whom the recipient of such compensation is associated.

Acceptance of an award pursuant to this plan renders a recipient’s future wages subject to withholding by the Company to permit recovery of any amounts that may become due under this provision. This provision shall apply with respect to the performance period and shall survive to the extent required by law, government regulation, order, stock exchange listing requirement (or any policy of the company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement). Recipients will be required to acknowledge and agree in writing to the foregoing as a condition to receipt of an award pursuant to this plan.

 

2

LOGO

Quanta Services, Inc.

Term Sheet

2017 Discretionary Plan – All Employees

Participants

Employees may be selected to receive an award pursuant to this Plan at the discretion of the CEO, provided that any such award to an executive officer shall be subject to Compensation Committee approval.

Awards

Awards may be made in cash, restricted stock units, or a combination thereof.

Administration and Limitations

 

  •   A participant must be employed by the company on the date the award is paid. Any participant not employed by the company on the payment date forfeits any and all rights to such award. It is the company’s intention to pay the awards under the plan in March.

Clawback Provision

Notwithstanding anything herein to the contrary, any incentive based compensation, or any other compensation, paid or payable to any executive officer of Quanta Services, Inc. pursuant to this plan which is subject to recovery under any law, government regulation, order or stock exchange listing requirement, shall be subject to such deductions and clawback (recovery), including by means of repayment by the executive officer and/or withholding of future wages, as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement).

In addition, notwithstanding anything herein to the contrary, any incentive based compensation, or any other compensation, paid or payable to any individual other than an executive officer of Quanta Services, Inc. pursuant to this plan which, if payable to an executive officer of Quanta Services, Inc., would be subject to recovery under any law, government regulation, order or stock exchange listing requirement, shall be, at the discretion of the Compensation Committee, subject to such deductions and clawback (recovery), including by means of repayment by the individual and/or withholding of future wages, to the same extent as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement) with respect to an executive officer of Quanta Services, Inc., but only to the extent that the circumstances requiring such deductions and clawback (recovery) are attributable in whole or in part to the functional area or operating unit with whom the recipient of such compensation is associated.

Acceptance of an award pursuant to this plan renders a recipient’s future wages subject to withholding by the Company to permit recovery of any amounts that may become due under this provision. This provision shall apply with respect to the performance period and shall survive to the extent required by law, government regulation, order, stock exchange listing requirement (or any policy of the company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement). Recipients will be required to acknowledge and agree in writing to the foregoing as a condition to receipt of an award pursuant to this plan.

Exhibit 99.1

 

LOGO

PRESS RELEASE

FOR IMMEDIATE RELEASE

17-07

Kip Rupp, CFA

Quanta Services, Inc.

(713) 341-7260

Q UANTA S ERVICES A UTHORIZES $300 M ILLION S TOCK R EPURCHASE P ROGRAM

HOUSTON – May  25, 2017 – Quanta Services, Inc. (NYSE:PWR) announced today that its board of directors has authorized the company to repurchase up to $300 million in shares of its outstanding common stock through June 30, 2020. Quanta anticipates utilizing this repurchase program opportunistically from time to time as deemed appropriate, as well as to potentially offset dilution from future issuances of stock under its equity compensation programs or as consideration for future acquisitions.

“This new stock repurchase program underscores our ongoing commitment to enhancing stockholder value and our confidence in Quanta’s long-term growth prospects,” said Duke Austin, President and Chief Executive Officer of Quanta Services. “Our strong balance sheet and cash flow enable us to opportunistically return value to stockholders over time while we continue to invest in internal and external opportunities that align with our strategic growth initiatives.”

The new repurchase program may be implemented through open market repurchases or privately negotiated transactions, at management’s discretion, based on market and business conditions, applicable contractual and legal requirements and other factors. The new stock repurchase program does not obligate Quanta to acquire any specific amount of common stock and may be modified or terminated by Quanta’s board at any time at its sole discretion and without notice.

About Quanta Services

Quanta Services is a leading specialized contracting services company, delivering infrastructure solutions for the electric power, oil and gas and communications industries. Quanta’s comprehensive services include designing, installing, repairing and maintaining energy and communications infrastructure. With operations throughout the United States, Canada, Latin America, Australia and select other international markets, Quanta has the manpower, resources and expertise to safely complete projects that are local, regional, national or international in scope. For more information, visit www.quantaservices.com .

# # #

Forward Looking Statements

This press release (and oral statements regarding the subject matter of this release) contains forward- looking statements intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements concerning the amount, timing, availability, and strategy with respect to any future stock repurchases; the ability to deliver increased value and return capital to shareholders; and the strategic use of Quanta’s balance sheet and cash flows; expectations regarding Quanta’s business, financial outlook, plans or long-term strategy and growth prospects; as well as statements reflecting expectations, intentions, assumptions or beliefs about future events, and other statements that do not relate strictly to historical or current facts. Although Quanta’s management believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. These statements can be affected by inaccurate assumptions and by known and unknown risks and uncertainties that are difficult to predict or beyond Quanta’s control, including, among others, market conditions; fluctuations in the price and volume of Quanta’s common stock; the effects of industry, economic or political conditions outside of the control of Quanta; quarterly variations in operating results; adverse economic and financial conditions, including weakness in the capital markets; trends and growth opportunities in relevant markets; our ability to successfully identify and complete acquisitions; the cost of borrowing, availability of credit and cash, debt covenant compliance, interest rate fluctuations and other factors affecting financing and investing activities; the ability to access sufficient funding to finance desired strategies, growth and operations; and other risks and uncertainties detailed in Quanta’s Annual Report on Form 10-K for the year ended Dec. 31, 2016, Quanta’s Quarterly Report on Form 10-Q for the quarter ended Mar. 31, 2017 and any other documents that Quanta files with the Securities and Exchange Commission (SEC). For a discussion of these risks, uncertainties and assumptions, investors are urged to refer to Quanta’s documents filed with the SEC that are available through the company’s website at www.quantaservices.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval System (EDGAR) at www.sec.gov . Should one or more of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which are current only as of this date. Quanta does not undertake and expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Quanta further expressly disclaims any written or oral statements made by any third party regarding the subject matter of this press release.