| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 14, 2024, at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of MasTec, Inc., a Florida corporation (the “Company”), the Company’s shareholders approved (i) the Company’s Amended and Restated 2013 Incentive Compensation Plan (the “Restated 2013 ICP”), which amends and restates the Company’s existing 2013 Amended and Restated Incentive Compensation Plan (the “2013 ICP”), and (ii) the Company’s Amended and Restated 2011 Employee Stock Purchase Plan (the “Restated 2011 ESPP”), which amends and restates the Company’s existing Amended and Restated 2011 Employee Stock Purchase Plan (the “2011 ESPP”).
Restated 2013 ICP
The Restated 2013 ICP provides for the granting of awards (“Awards”) of stock options (incentive and/or non-qualified), stock appreciation rights, restricted stock awards, restricted stock units, dividend equivalents, shares of Company common stock, $0.10 par value (“Common Stock”), as a bonus free of restrictions, or other Awards in lieu of Company obligations to pay cash under the Restated 2013 ICP or other plans or compensatory arrangements, other stock-based Awards and performance Awards to officers, directors, employees and individual consultants who provide services to the Company or any subsidiary.
The Restated 2013 ICP increases the total number of shares of Common Stock (“Shares”) reserved and available for delivery pursuant to Awards issued under the 2013 ICP by 1,200,000 Shares. Immediately prior to effectiveness of the Restated 2013 ICP, 1,167,121 Shares remained available for delivery pursuant to Awards issuable under the 2013 ICP.
The Restated 2013 ICP also amends the 2013 ICP by: (a) extending the term of the 2013 ICP from May 20, 2031 to May 14, 2034, (b) increasing the maximum aggregate number of Shares that may be delivered under the Restated 2013 ICP as a result of the exercise of the “incentive stock options” under Section 422 of the Internal Revenue Code, from 3,250,000 Shares to 4,450,000 Shares and (c) incorporating the terms of an amendment to the 2013 ICP that was made effective December 14, 2022.
The Restated 2013 ICP is described in more detail in Proposal 4 in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 4, 2024 (the “Proxy Statement”). The descriptions of the Restated 2013 ICP contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Restated 2013 ICP, a copy of which was filed as Annex A to the Proxy Statement and is incorporated herein by reference.
Restated 2011 ESPP
The Restated 2011 ESPP allows employees of the Company and employees of the Company’s subsidiaries that are designated by the Company’s Board of Directors (the “Board”) or the Compensation Committee of the Board as eligible to purchase Shares at a discounted price during designated offering periods.
The Restated 2011 ESPP increases the total number of Shares available for issuance under the 2011 ESPP by 1,000,000 Shares, for an aggregate total of 3,000,000 Shares. The Restated 2011 ESPP also amends the 2011 ESPP by: (1) extending the term of the 2011 ESPP from January 1, 2031 to May 14, 2034, (2) broadening the administrative authority of the Compensation Committee of the Board to address rules and regulations of non-U.S. jurisdictions, (3) adding clarifying language to the “Subsidiary” definition and (4) incorporating the terms of amendments to the 2011 ESPP that were made effective December 16, 2021 and January 1, 2023.
The Restated 2011 ESPP is described in more detail in Proposal 5 in the Proxy Statement. The descriptions of the Restated 2011 ESPP contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Restated 2011 ESPP, a copy of which was filed as Annex B to the Proxy Statement and is incorporated herein by reference.
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