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  4. [8-K] QUANTA SERVICES, INC. Reports Material Event

Quanta Services (NYSE: PWR) grants 5-year performance stock units to executives

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Quanta Services, Inc. approved long-term incentive awards for key senior leaders in the form of performance stock units (PSUs) tied to a five-year plan through December 31, 2030. The awards for Earl C. Austin, Jr., Jayshree S. Desai, Karl W. Studer and Gerald A. Ducey, Jr. target 17,759, 8,879, 12,431 and 7,103 PSUs, respectively.

The number of PSUs earned can range from 0% to 600% of target, based first on a specified compound annual growth rate in adjusted earnings per share (up to 300% of target) and then a total shareholder return modifier of up to 200%. Any earned PSUs cliff-vest after the performance period, generally requiring continued service, and settle in shares under the company’s 2019 Omnibus Equity Incentive Plan.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Target PSUs – Earl C. Austin, Jr. 17,759 PSUs Performance award granted April 10, 2026
Target PSUs – Jayshree S. Desai 8,879 PSUs Performance award granted April 10, 2026
Target PSUs – Karl W. Studer 12,431 PSUs Performance award granted April 10, 2026
Target PSUs – Gerald A. Ducey, Jr. 7,103 PSUs Performance award granted April 10, 2026
Maximum PSUs as percentage of target 600% of target After EPS and TSR performance multipliers
EPS-based PSU cap 300% of target Based on adjusted EPS compound annual growth rate
TSR multiplier cap 200% Modifier applied to EPS-based earned PSUs
Performance period end December 31, 2030 Five-year PSU performance period
performance stock units financial
"approved incentive compensation awards ... in the form of performance stock units (“PSUs”)"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
compound annual growth rate financial
"based on achievement of a specified compound annual growth rate for adjusted earnings per share"
The compound annual growth rate (CAGR) shows how much an investment or value has grown, on average, each year over a specific period. It considers the effect of growth that compounds or builds upon itself, similar to how interest accumulates in a savings account. Investors use CAGR to compare different investments’ long-term performance and to understand how steady or consistent their growth has been over time.
total shareholder return financial
"based on a specified compound annual growth rate for total shareholder return (“TSR”)"
Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.
change in control financial
"subject to accelerated earned PSU determinations and vesting ... in connection with a change in control of the Company"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
2019 Omnibus Equity Incentive Plan financial
"awards were made pursuant to the Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What executive PSU awards did Quanta Services (PWR) approve in April 2026?
Quanta Services approved long-term performance stock unit awards for four named executives. Target PSUs are 17,759 for Austin, 8,879 for Desai, 12,431 for Studer and 7,103 for Ducey, all tied to a five-year performance period ending December 31, 2030.

How can Quanta Services (PWR) performance stock units scale up to 600% of target?
PSUs are earned based on two performance layers. Adjusted earnings per share compound annual growth can yield up to 300% of target, then a total shareholder return modifier can double that amount, allowing a maximum of 600% of the original PSU target.

What performance period applies to Quanta Services (PWR) new PSU awards?
The awards use a single five-year performance period ending December 31, 2030. Performance against pre-set adjusted earnings per share and total shareholder return goals over this period determines how many PSUs each executive ultimately earns and vests.

When do Quanta Services (PWR) executives vest in their new PSU grants?
Any PSUs determined to be earned will vest after the end of the five-year performance period. Vesting generally requires continued service through that date, with potential accelerations for certain qualifying terminations or change in control events defined by the award terms.

Under what plan were Quanta Services (PWR) April 2026 PSUs granted?
These performance stock units were granted under the Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan. The plan, together with a specific PSU Award Agreement, governs how performance is measured, how units vest, and how earned PSUs are settled in company common stock.
false 0001050915 0001050915 2026-04-10 2026-04-10
 
 

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):

April 10, 2026

 

 

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.)

2727 North Loop West

Houston, Texas 77008

(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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of exchange

on which registered

Common Stock, $0.00001 par value   PWR   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

(e) On April 10, 2026, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Quanta Services, Inc. (“Quanta” or the “Company”) approved incentive compensation awards to certain senior leadership employees, including each of Earl C. Austin, Jr., Jayshree S. Desai, Karl W. Studer and Gerald A. Ducey, Jr. (named executive officers) in the form of performance stock units (“PSUs”) covering shares of the Company’s common stock, pursuant to an award agreement approved by the Committee (the “PSU Agreement”). The number of PSUs that may be earned will be determined at the conclusion of a five-year performance period ending on December 31, 2030 based on pre-established performance goals. Specifically, the amount of PSUs that may be earned can be up to 300% of the target amount based on achievement of a specified compound annual growth rate for adjusted earnings per share by the end of the performance period (i.e., fiscal year ending December 31, 2030), with a potential multiplier of up to 200% of such amount based on a specified compound annual growth rate for total shareholder return (“TSR”) as of the end of the performance period (for maximum earned PSUs of up to 600% of target).

The PSUs are intended to be strategic equity performance awards that incentivize and support the retention of certain senior leadership personnel responsible for executing the Company’s recently announced five-year business strategy and financial goals, which align with the adjusted earnings per share metric of the award. The Committee determined it was in the best interest of the Company and its stockholders to incentivize the continued leadership of these individuals during that period, as Quanta endeavors to capitalize on its growth potential based on current market dynamics and its current market position.

Furthermore, achievement of the adjusted earnings per share performance goal will require continuation of the Company’s significant earnings growth during the prior five years, with achievement under the TSR modifier also requiring continued significant stock price appreciation and market capitalization value creation. The Committee believes that achievement under these metrics would represent superior performance and stockholder value creation, replicating the Company’s superior performance during the prior five-year period.

The target number of PSUs granted to the named executive officers is as follows: Mr. Austin – 17,759; Ms. Desai – 8,879; Mr. Studer – 12,431; and Mr. Ducey – 7,103. The actual number of such PSUs that can become earned and vested will range from 0% to 600% of the target number of PSUs granted. In granting these awards, the Committee recognized, among other things, the leadership, knowledge and experience these individuals bring to the Company and their continued importance to Quanta’s strategic priorities and future performance, as well as their ability to drive long-term value for the Company’s stockholders.

To the extent determined by the Committee to be earned based on achievement of the performance goals, the PSUs will vest after the conclusion of the performance period, subject to the holder’s continued service through such date (subject to accelerated earned PSU determinations and vesting in the case of certain qualifying terminations of employment or in connection with a change in control of the Company), and any earned PSUs that vest will be settled in shares of common stock of the Company.

The incentive compensation awards were made pursuant to the Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan, as amended (the “Omnibus Plan”), and the PSU Agreement. The foregoing description of the incentive awards is qualified in its entirety by reference to the Omnibus Plan, as amended, and the PSU Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

   

Exhibit

10.1    Form of PSU Award Agreement for awards to employees/consultants pursuant to the 2019 Omnibus Equity Incentive Plan (five-year cliff vesting award adopted April 2026)
104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

 

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: April 16, 2026   Quanta Services, Inc.
    By:  

/s/ Donald C. Wayne

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

Source: View Original Filing on SEC EDGAR

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