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 23, 2013
MASTEC, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Florida |
0-08106 |
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)) |
| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As disclosed under Item 5.07 of this Current Report on Form 8-K, at the 2013 Annual Meeting of Shareholders (the “Annual Meeting”) of MasTec, Inc., a Florida corporation (the “Company”), held on May 23, 2013, the Company’s shareholders approved the MasTec, Inc. 2013 Incentive Compensation Plan (the “2013 Plan”). The 2013 Plan is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), filed with the Securities and Exchange Commission on April 10, 2013, under the caption “Proposal 4: Approval of and Adoption of the MasTec, Inc. 2013 Incentive Compensation Plan”, which description is incorporated by reference in this Item 5.02. The description of the 2013 Plan is qualified in its entirety by reference to the complete text of the 2013, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which was also contained in Annex B to the Proxy Statement.
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
The final voting results for each of the proposals submitted to a vote of the Company’s shareholders at the Annual Meeting held on May 23, 2013 are as follows:
| Proposal 1: | Election of Robert J. Dwyer, Frank E. Jaumot and Jose S. Sorzano as Class III Directors to serve until the 2016 Annual Meeting of Shareholders. |
| Votes “For” | Votes Withheld |
Broker Non-Votes |
||||||||||
| Robert J. Dwyer |
60,193,157 | 975,812 | 3,915,619 | |||||||||
| Frank E. Jaumot |
60,197,185 | 971,784 | 3,915,619 | |||||||||
| Jose S. Sorzano |
59,674,393 | 1,494,576 | 3,915,619 | |||||||||
| Proposal 2: | Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the 2013 fiscal year. |
| Votes “For” |
Votes “Against” |
Abstentions |
Broker Non-Votes | |||
| 64,295,592 |
720,111 | 68,885 | 0 |
| Proposal 3: | Approval of the MasTec, Inc. Bargaining Units ESPP. |
| Votes “For” |
Votes “Against” |
Abstentions |
Broker Non-Votes | |||
| 60,974,373 |
47,433 | 147,163 | 3,915,619 |
| Proposal 4: | Approval of the MasTec, Inc. 2013 Incentive Compensation Plan. |
| Votes “For” |
Votes “Against” |
Abstentions |
Broker Non-Votes | |||
| 57,150,779 |
3,921,875 | 96,315 | 3,915,619 |
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | MasTec, Inc. 2013 Incentive Compensation Plan, incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 10, 2013. |
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 28, 2013 | By: | /s/ Alberto de Cardenas | ||||
| Alberto de Cardenas | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 10.1 | MasTec, Inc. 2013 Incentive Compensation Plan, incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 10, 2013. |