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
Date of Report (Date of earliest event reported): May 18, 2017
MASTEC, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Florida | 001-08106 | 65-0829355 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
800 S. Douglas Road, 12th Floor
Coral Gables, Florida 33134
(Address of Principal Executive Office)
Registrant’s telephone number, including area code (305) 599-1800
(Former Name or Former Address, if Changed Since Last Report)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 ☐
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. ☐
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
MasTec, Inc., a Florida corporation (the “Company”), held its 2017 Annual Meeting of Shareholders (the “Annual Meeting”) on May 18, 2017. The final voting results for each of the proposals submitted to a vote of the Company’s shareholders at the Annual Meeting are as follows:
| Proposal 1: |
Election of Ernst N. Csiszar, Julia L. Johnson and Jorge Mas as Class I Directors to serve until the 2020 Annual Meeting of Shareholders and the election of C. Robert Campbell as a Class III Director to serve until the 2019 Annual Meeting of Shareholders. |
| Votes “For” |
Votes Withheld |
Broker Non-Votes |
||||||||||
| Ernst N. Csiszar |
67,750,151 | 729,975 | 6,690,812 | |||||||||
| Julia L. Johnson |
67,233,933 | 1,246,193 | 6,690,812 | |||||||||
| Jorge Mas |
66,668,102 | 1,812,024 | 6,690,812 | |||||||||
| C. Robert Campbell |
66,749,540 | 1,730,586 | 6,690,812 | |||||||||
| Proposal 2: |
Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year. |
| Votes “For” |
Votes “Against” |
Abstentions or Votes Withheld |
Broker Non-Votes | |||
| 74,414,430 |
737,835 | 18,673 | 0 |
| Proposal 3: |
Approval of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers. |
| Votes “For” |
Votes “Against” |
Abstentions or Votes Withheld |
Broker Non-Votes | |||
| 66,712,973 |
1,629,070 | 138,083 | 6,690,812 |
| Proposal 4: |
Vote on a non-binding advisory resolution regarding the frequency of the vote regarding the compensation of the Company’s named executive officers. |
| One Year |
Two Years | Three Years | Abstentions or Votes Withheld |
Broker Non-Votes | ||||
| 58,620,411 |
585,169 | 9,151,633 | 122,913 | 0 |
ITEM 8.01 Other Events.
On May 23, 2017, the Company issued a press release announcing that John Van Heuvelen, a member of the Company’s Board of Directors, Executive Committee and Finance and Mergers and Acquisitions Committee, passed away on May 17, 2017. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
2
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated May 23, 2017 | |
3
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 hereunto duly authorized.
| MASTEC, INC. | ||||||
| Date: May 23, 2017 | By: | /s/ Alberto de Cardenas | ||||
| Alberto de Cardenas | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||
4
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated May 23, 2017 | |
Exhibit 99.1
| Contact: J. Marc Lewis, Vice President-Investor Relations 305-406-1815 305-406-1886 fax marc.lewis@mastec.com |
800 S. Douglas Road, 12th Floor Coral Gables, Florida 33134 Tel: 305-599-1800 Fax: 305-406-1960 www.mastec.com |
For Immediate Release
MasTec Announces with Sadness the Passing of Board Member John Van Heuvelen
Coral Gables, FL (May 23, 2017) — MasTec, Inc. (NYSE: MTZ) today announced with regret that Mr. John Van Heuvelen, an independent member of the Company’s Board of Directors, passed away after a brief illness. Mr. Van Heuvelen was appointed to the Board in 2002 and served as MasTec’s lead independent director of the Board for several years.
Commenting on Mr. Van Heuvelen’ s passing, the Company’s Chairman, Mr. Jorge Mas, stated, “John has been an invaluable member of our Board of Directors since his appointment and we will be forever grateful for his wisdom, wit, wise counsel and dedication to the Company and its shareholders. He will be greatly missed as he was a good friend and a valued colleague to many of us at MasTec. We extend our deepest condolences to John’s family.”
MasTec, Inc. is a leading infrastructure construction company operating mainly throughout North America across a range of industries. The Company’s primary activities include the engineering, building, installation, maintenance and upgrade of communications, energy and utility infrastructure, such as: wireless, wireline/fiber, satellite communications and customer fulfillment activities; petroleum and natural gas pipeline infrastructure; electrical utility transmission and distribution; power generation; and industrial infrastructure. MasTec’s customers are primarily in these industries. The Company’s corporate website is located at www.mastec.com. The Company’s website should be considered as a recognized channel of distribution, and the Company may periodically post important, or supplemental, information regarding contracts, awards or other related news on the Presentations/Webcasts page in the Investors section therein.