UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of Registrant as specified in its charter)
|
| |||
(State or other jurisdiction |
| (Commission File Number) |
| (I.R.S. Employer |
of incorporation) |
|
|
| Identification No.) |
(Address of principal executive offices)
(Zip Code)
Registrant’s 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):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 1, 2020 the Board of Directors (the “Board”) of Primoris Services Corporation (“Primoris”, the “Company”) voted to increase the authorized number of Directors of the Company to ten members and appointed Patricia K. Wagner and Terry D. McCallister to the Board. Ms. Wagner’s and Mr. McCallister’s appointed terms will expire at the Company’s 2021 annual meeting of stockholders, at which time they will be up for re-election. The Board has not yet appointed Ms. Wagner or Mr. McCallister to any specific committees.
Ms. Wagner has over thirty years of experience in the utility and industrial markets, with leadership experience at both the corporate and operating subsidiary level. She was Group President of U.S. utilities for Sempra Energy (NYSE: SRE) until her retirement in 2019. Her career with Sempra spanned nearly twenty-five years and included such leadership roles as Chief Executive Officer of SoCal Gas and Chief Executive Officer of Sempra U.S. Gas & Power, which included Sempra’s renewable energy infrastructure portfolio along with other infrastructure assets. She also held leadership roles in accounting, information technology, and audit. Prior to her time at Sempra, she held positions at Fluor, Allergan Pharmaceuticals, and American McGaw.
Ms. Wagner currently serves on the Boards of Apogee Enterprises, Inc. (NASDAQ: APOG), where she is the chair of the Compensation committee, and of California Water Service Group (NYSE: CWT), where she is a member of the Audit and Nominating & Governance committees. Ms. Wagner holds a B.S. in Chemical Engineering from California Polytechnic State University and an M.B.A. from Pepperdine University.
Mr. McCallister has a forty-year history in nearly all aspects of the energy sector, including utilities, pipelines, clean energy, and exploration and production endeavors. He was Chairman and Chief Executive Officer of WGL Holdings, Inc. and Washington Gas from 2009 until his retirement in 2018. Prior thereto, Mr. McCallister served as President and Chief Operating Officer of WGL and Washington Gas, joining Washington Gas in 2000 as Vice President of Operations. He has also held various leadership positions with Southern Natural Gas and Atlantic Richfield Company.
Mr. McCallister currently serves on the Board of AltaGas Ltd. (TO: ALA), where he is a member of the Environment, Health, and Safety committee. His Board experience includes serving as the Chair of WGL Holdings prior to its being acquired. He has served on the National Petroleum Council, the American Gas Association, the Gas Technology Institute, and the Southern Gas Association and is a member of the Institute of Corporate Directors. Mr. McCallister has a B.S. in Engineering Management from the University of Missouri-Rolla and is a graduate of the University of Virginia's Darden School of Business Executive Program.
Ms. Wagner and Mr. McCallister will be compensated according to the terms of the Company’s current non-employee director compensation program as described in the Company’s definitive proxy statement for the 2020 annual meeting of stockholders, which was filed with the SEC on March 26, 2020.
No arrangement or understanding exists between Ms. Wagner or Mr. McCallister and any other person pursuant to which Ms. Wagner or Mr. McCallister was selected as a director of the Company. Since the beginning of the Company’s last fiscal year through the present, there have been no transactions with the Company, and there are currently no proposed transactions with the Company, in which the amount involved exceeds $120,000 and in which Ms. Wagner or Mr. McCallister had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.
A copy of the press release announcing Ms. Wagner’s and Mr. McCallister’s appointment is attached hereto as Exhibit 99.1
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description | |
|
|
| |
99.1 | |||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
2
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.
|
|
| PRIMORIS SERVICES CORPORATION |
|
|
|
|
Dated: July 7, 2020 |
| By: | /s/ Kenneth M. Dodgen |
|
|
| Kenneth M. Dodgen |
|
|
| Executive Vice President, Chief Financial Officer |
3