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EX-99.1 - EX-99.1 - Primoris Services Corp | a17-12727_1ex99d1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
May 8, 2017
Date of Report (Date of earliest event reported)
Primoris Services Corporation
(Exact name of Registrant as specified in its charter)
Delaware |
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001-34145 |
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20-4743916 |
(State or other jurisdiction |
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(Commission File Number) |
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(I.R.S. Employer |
of incorporation) |
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Identification No.) |
2100 McKinney Avenue, Suite 1500, Dallas, Texas 75201
(Address of principal executive offices)
(Zip Code)
(214) 740-5600
Registrants telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
On May 8, 2017, Primoris Services Corporation, a Delaware corporation (Primoris, the Company) issued a press release announcing its financial performance for the year and first quarter ended March 31, 2017.
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 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of the stockholders of Primoris, was held on May 5, 2017. The total number of shares of the Companys common stock issued, outstanding and entitled to vote at the meeting was 51,437,305 shares. Represented at the meeting either in person or by proxy were 45,930,200 shares, or 89.3% of shares entitled to vote. The results of the votes for the proposals were as follows:
Proposal 1
To elect three Class C directors to hold office for a three-year term expiring at the annual meeting of stockholders to be held in 2020 or until their respective successors are elected and qualified.
· Robert A. Tinstman
· Votes For 41,046,801; votes Withheld 2,272,226; Broker Non-Votes 2,611,173
· David L. King
· Votes For 31,571,040; votes Withheld 11,747,987; Broker Non-Votes 2,611,173
· John P. Schauerman
· Votes For 26,478,060; votes Withheld 16,840,967; Broker Non-Votes 2,611,173
In addition to the directors elected above, the following directors term of office continued after the meeting until subsequent annual meetings of the stockholders:
Class A Directors with terms expiring at the 2018 annual meeting of stockholders:
· Brian Pratt
· Thomas E. Tucker
· Peter C. Brown
Class B: Directors with terms expiring at the 2019 annual meeting of stockholders:
· Stephen C. Cook
· Peter J. Moerbeek
Proposal 2
To provide a non-binding advisory vote approving the Companys executive compensation program.
· Votes For 42,409,983
· Votes Against 859,413
· Votes Abstain 49,631
· Broker Non-votes 2,611,173
Proposal 3
To provide a non-binding advisory vote on the proposed timeline for seeking executive compensation advisory votes in the future.
· Votes Three Years 23,082,151
· Votes Two Years 10,110
· Votes One Year 20,210,780
· Votes Abstain 15,986
· Broker Non-votes 2,611,173
At a meeting held subsequent to the 2017 Annual Meeting of the Stockholders on May 5, 2017, the Board of Directors voted to adopt the results of the advisory vote for Proposal 3. The Company will provide the advisory vote for approving the Companys executive compensation program every three years.
Proposal 4
Ratification of the appointment of Moss Adams, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.
· Votes For 45,465,442
· Votes Against 464,040
· Votes Abstain 718
Item 8.01 Other Events.
Declaration of Cash Dividend to Stockholders
On May 5, 2017, the Board of Directors declared a cash dividend of $0.055 per common share for stockholders of record as of June 30, 2017, payable on or about July 14, 2017.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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99.1 |
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Press Release dated May 8, 2017 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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PRIMORIS SERVICES CORPORATION |
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Dated: May 8, 2017 |
By: |
/s/ Peter J. Moerbeek |
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Peter J. Moerbeek |
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Executive Vice President, Chief Financial Officer |