Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 13, 2023, the Board of Directors (the "Board") of Quanta Services,
Inc. ("Quanta") approved an amendment and restatement of the Bylaws of Quanta,
effective immediately (as so amended and restated, the "Amended Bylaws"). Among
other changes, the Amended Bylaws: (i) provide stockholders with a proxy access
right that permits a stockholder (or a group of up to 20 stockholders) that owns
three percent or more of the voting power of Quanta's outstanding capital stock
continuously for at least three years to nominate, and have included in Quanta's
proxy materials, director nominees constituting up to the greater of two
individuals or 20% of the Board, subject to the requirements, procedures and
exceptions set forth in the Amended Bylaws; (ii) update the procedures and
disclosure requirements for director nominations made and business proposals
submitted by stockholders (other than proposals submitted pursuant to Rule 14a-8
under the Securities Exchange Act of 1934, as amended), to among other things,
address the universal proxy rules adopted by the Securities and Exchange
Commission; (iii) reflect recent amendments to the Delaware General Corporation
Law, including to update procedures relating to stockholder meetings and
electronic notices, and to implement an emergency bylaw; (iv) designate the
federal district courts of the United States of America as the exclusive forum
for the resolution of any complaint asserting a cause of action arising under
the Securities Act of 1933, as amended; and (v) make certain administrative,
modernizing, clarifying and conforming changes.
The foregoing summary of the provisions of the Amended Bylaws does not purport
to be complete and is qualified in its entirety by reference to the complete
text of the Amended Bylaws, a copy of which is filed as Exhibit 3.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Exhibit
3.1 Bylaws of Quanta Services, Inc., as amended and restated January 13,
2023
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document)
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