Quanta Services, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 01/19/2023   Download
SEC Document
SEC Filing

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.