Quanta Services Inc

This proposal asks shareholders to cast a non-binding advisory vote approving the compensation paid to Quanta’s named executive officers for fiscal year 2025 as disclosed in the proxy statement. Management is seeking shareholder affirmation of its executive pay program to demonstrate alignment between management incentives and stockholder interests and to validate its compensation design choices following a year of record financial results. The company’s program for 2025 emphasized a mix of base salary, a short-term annual incentive tied to adjusted EBITDA, adjusted EBITDA margin and a safety metric, and long-term equity incentives (PSUs and RSUs) with multi-year performance metrics including ROIC, cumulative adjusted EPS and a relative TSR modifier. In 2025 the annual incentive payout was above target (126.8%) driven by strong adjusted EBITDA and margin results, and the recently completed 3-year PSU cycle paid at 188.5% due to meaningful multi-year performance improvements — facts management cites to justify the pay outcomes. The Board emphasizes governance protections that temper risk-taking, including clawback policies, anti-hedging/pledging rules, stock ownership guidelines, caps on payouts, independent compensation committee oversight and use of an independent compensation consultant. The advisory vote is non-binding, but the Board will consider the voting outcome and investor feedback when making future compensation decisions; management also notes that approximately 93% of votes supported the prior year’s say-on-pay. For investors evaluating the proposal, key points are the high degree to which pay is performance-based, the specific performance metrics selected (which favor earnings growth and capital efficiency), and the Board’s responsive engagement with stockholders on pay and governance. Potential concerns for investors include the magnitude of realized pay when performance far exceeds targets and the judgment exercised in setting forward-looking targets and adjustments; however, the Board’s recommended FOR vote rests on the Committee’s view that the 2025 arrangements appropriately incentivized performance and aligned long-term executive interests with stockholders.

This is a procedural, catch-all proposal that preserves the Board’s ability to address any additional items or procedural steps that may arise at the annual meeting, such as motions to adjourn, to postpone, or to consider properly presented shareholder business. It does not request a specific substantive change in corporate policy or governance and generally reflects standard meeting practice rather than a discrete governance matter requiring a separate vote. The Board has provided no specific recommendation for this item in the proxy materials, which is consistent with its function as a placeholder for unforeseen or logistical matters. From an investor standpoint, this line item is not typically material: substantive proposals with substantive economic or governance effects ordinarily appear as numbered proposals with full disclosure in the proxy statement. If substantive business were to be introduced under this item at the meeting, that would generally be subject to the company’s bylaws and SEC rules regarding stockholder proposals and disclosure, and would likely raise follow-up questions about adequate disclosure and whether supplemental materials should have been provided in advance. For governance analysts, the presence of this item signals routine flexibility in meeting conduct rather than an actionable agenda change; investors should not interpret it as an implicit authority to change substantive policy without notice. In practice, proxies will either be voted in accordance with the Board’s directions on any such matters or, absent direction, according to the proxy holder’s discretion — and the Board and management will typically handle any such matters in a manner intended to preserve orderly consideration of the enumerated proposals. Given its procedural nature, the Board’s lack of an explicit FOR/AGAINST recommendation is appropriate, and investors should monitor whether any substantive item is actually proposed under this heading during the meeting.