Item 2.02. | Results of Operations and Financial Condition |
On May 9, 2023, Primoris Services Corporation, a Delaware corporation (“Primoris, the “Company”) issued a press release announcing its financial performance for the quarter ended March 31, 2023.
The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Company’s 2023 Annual Meeting of Stockholders on May 3, 2023, the Company’s stockholders voted to approve the 2023 Primoris Services Corporation Equity Incentive Plan (the “2023 EIP”). The 2023 EIP previously had been adopted and approved by the Company’s Board of Directors, subject to stockholder approval.
The 2023 EIP provides for the award of non-statutory stock options, incentive stock options, stock appreciation rights, stock awards, restricted stock units, performance stock awards or any combination of the foregoing. Employees, directors, officers, advisors or consultants of the Company or its affiliates are eligible to participate in the 2023 EIP, as are prospective employees, directors, officers, consultants or advisors of the Company who have agreed to serve the Company in those capacities. The 2023 EIP authorizes 6,500,000 shares of common stock of the Company, $0.0001 par value per share.
A summary of the 2023 EIP is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 24, 2023. That summary and foregoing description of the 2023 EIP are qualified in their entirety by reference to the full text of the 2023 EIP, which is filed as exhibit 10.1 to the Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company’s Annual Meeting was held on May 3, 2023. The total number of shares of the Company’s Common Stock issued, outstanding and entitled to vote at the meeting was 53,282,636 shares. Represented at the meeting either in person or by proxy were 48,422,905 shares, or 90.9% of shares entitled to vote. The results of the votes for the proposals were as follows:
Proposal 1
To elect Directors to hold office for a one-year term expiring at the annual meeting of stockholders to be held in 2024 or until a successor is elected and qualified.
● Michael E. Ching
o Votes “For” – 46,004,431; votes “Withheld” – 895,817; Broker “Non-Votes” – 1,522,657
● Stephen C. Cook
o Votes “For” – 44,885,078; votes “Withheld” – 2,015,170; Broker “Non-Votes” – 1,522,657
● David L. King
o Votes “For” – 45,308,538; votes “Withheld” – 1,591,710; Broker “Non-Votes” – 1,522,657
● Carla S. Mashinski
o Votes “For” – 45,711,526; votes “Withheld” – 1,188,722; Broker “Non-Votes” – 1,522,657
● Terry D. McCallister
o Votes “For” – 39,810,976; votes “Withheld” – 7,089,272; Broker “Non-Votes” – 1,522,657
● Thomas E. McCormick
o Votes “For” – 45,975,975; votes “Withheld” – 924,273; Broker “Non-Votes” – 1,522,657
● Jose R. Rodriguez
o Votes “For” – 42,540,618; votes “Withheld” – 4,359,630; Broker “Non-Votes” –1,522,657
● John P. Schauerman
o Votes “For” – 45,535,142; votes “Withheld” – 1,365,106; Broker “Non-Votes” – 1,522,657
● Patricia K. Wagner
o Votes “For” – 45,622,243; votes “Withheld” – 1,278,005; Broker “Non-Votes” – 1,522,657
