Internet www.proxyvote.com 24/7 up to 11:59 p.m. (Eastern Time) May 22, 2019.	Telephone 1-800-690-6903 24/7 up to 11:59 p.m. (Eastern Time) May 22, 2019.	Mail If you received a paper copy of the proxy form by mail, complete, sign, date and return your proxy card in the pre-addressed, postage-paid envelope provided.

2019 Proxy Statement

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Proxy Statement Summary

PROPOSAL

1

Election of Directors The Board of Directors unanimously recommends a voteFORthe election of each of the director nominees. ► Seepage 1 for further information

Director Nominees

The following table provides summary information about each director nominee. Each director nominee is elected annually by a majority of votes cast.

				Committees
Name, Age, and Principal Position/Experience		Director Since		AC		CC		GNC		IC
Earl C. (Duke) Austin, Jr.(49)		2016
President, Chief Executive Officer, and Chief Operating Officer of Quanta
Doyle N. Beneby(59)Independent		2016
President and Chief Executive Officer of Midland Cogeneration Venture
J. Michal Conaway(70)Independent		2007
Former Chief Financial Officer of Fluor Corporation
Vincent D. Foster(62)Independent		1998		F
Chairman of the Board and Former Chief Executive Officer of Main Street Capital Corporation
Bernard Fried(62)Independent		2004		F
Principal of BF Consulting and Former Chief Executive Officer of Plastikon Industries, Inc.
Worthing F. Jackman(54)Independent		2005		F
President of Waste Connections, Inc.
David M. McClanahan(69)Independent		2016
Former President and Chief Executive Officer of CenterPoint Energy, Inc.
Margaret B. Shannon(69)Independent		2012
Former Vice President and General Counsel of BJ Services Company
Pat Wood, III(56)Independent		2006
President of Hunt Energy Enterprises BEE Network and Former Chairman of the Federal Energy Regulatory Commission

Chairman		Member		F   Financial Expert		ACAudit Committee		GNCGovernance and Nominating Committee
						CCCompensation Committee		ICInvestment Committee

Snapshot of 2019 Director Nominees

INDEPENDENCE	TENURE	AGE
8 Directors	10.1 years	61 years
All director nominees are independent except the CEO	Average Tenure	Average Age

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Proxy Statement Summary

Board Qualifications, Skills and Experience

The Board regularly reviews the desired qualifications, skills and experiences that it believes are appropriate to oversee Quanta’s business and long-term strategy. Attributes brought by director nominees include:

		Industry Experience	8/9				Finance and Capital Management	15/9
		QUANTA BOARD OF DIRECTORS				2
	CORPORATE GOVERNANCE			5
	Board Leadership Structure
		5Senior Leadership	9/9				Government/Regulatory/Legal Affairs	4/9
		The Board’s Role in Strategy
			6
		Risk Oversight and Management	9/9				Other Public Company Board Experience	6/9
		The Board’s Role in Risk Oversight
			7
		Operations	5/9
		Board Independence			7

Corporate Governance Highlights

We are committed to strong governance standards, as evidenced by the key best practices below.

✓	Annual election of directors
✓	Executive Sessions of Non-Management Directors		7Three new directors added since 2016
✓	Director Meetings		7Majority voting standard for election of directors in uncontested elections
✓	CommitteesDirector resignation policy
✓	Holders of Quanta common stock vote as a single class on all matters

✓	Independent Chairman of the Board		8
✓	Compensation Committee Interlocks and Insider Participation		9Annual stockholder engagement
✓	Robust stock ownership requirements for directors and officers
✓	Code of Ethics and Business Conduct that applies to all directors, officers and employees

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Proxy Statement Summary

PROPOSAL

2

Advisory Vote to Approve Executive Compensation The Board of Directors unanimously recommends a voteFORthe advisory resolution approving Quanta’s executive compensation. ► Seepage 19 for further information

Compensation Overview

Quanta’s named executive officer (“NEO”) compensation is primarily comprised of base salary, short-term cash incentives and long-term equity incentives. Target award levels are designed to achieve total cash compensation at the market median when we achieve our performance goals and above market median when we exceed our performance goals. Performance measures are chosen to align the interests of executives with stockholders, and a significant portion of equity-based incentive awards (70% with respect to the CEO and 60% with respect to other NEOs) are subject to measurable company performance over a 3-year performance period.

2018 TARGET COMPENSATION MIX

2018 LONG-TERM INCENTIVE PLAN EQUITY MIX

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Proxy Statement Summary

Elements of Executive Compensation

		Element and Form of Compensation	Performance / Payment Criteria	Purpose
		9Base Salary Cash	Individual performance and experience in the role are factors	Attract and retain key executives, and offset the cyclicality in our business that may impact variable pay
		Short-Term Incentive Cash	Tied to the achievement of performance targets related to (i) AIP Adjusted EBITDA (as defined below); (ii) AIP Adjusted EBITDA margin (as defined below); and (iii) safety	Incentivize achievement of annual financial and operational performance targets, which focus on profitable growth and safe execution, and reward achievement of those targets
		Stockholder EngagementLong-Term Incentive Performance Units	Cliff-vest at the end of a 3-year performance period and Communications withare tied to the Boardachievement of financial performance targets and total stockholder return		10Incentivize achievement of our long-term financial performance targets and strategic initiatives, which focus on efficient utilization of capital Align executive and stockholder interests and attract and promote retention of key executives
		IdentifyingRestricted Stock Units (“RSUs”)	Vest over three years in equal annual installments	Align executive and Evaluating Nominees for Directorstockholder interests and attract and promote retention of key executives
		10Other Compensation Retirement Benefits and Perquisites	Not applicable	Maintain the health and safety of executives Provide a competitive compensation package and, in certain cases, optimize key executives’ time

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Director Qualifications

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Proxy Statement Summary

Compensation Governance

We are committed to strong governance standards that ensure our executive compensation programs are closely aligned with the interests of our stockholders, as evidenced by the policies and practices described below.

	Director Compensation		11
	2017 Director Compensation Table		13
EXECUTIVE OFFICERS				14
COMPENSATION DISCUSSION & ANALYSISWhat We Do		16
	Compensation Committee Report		16
	Executive Summary		16
	Compensation Philosophy and Process		18
	Elements of Executive Compensation		21
	Changes to Executive Compensation for 2017		21
	Executive Compensation Decisions for 2017		23
	Stock Ownership Guidelines		33
	Pledging, Hedging and Other Transactions in Quanta Securities		34
	Employment Agreements		34
	Indemnification Agreements		34
	Risk Considerations in our Compensation Program		34
	Impact of Regulatory Requirements on our Executive Compensation Decisions		35
	Conclusion		35
EXECUTIVE COMPENSATION			36
	2017 Compensation Tables		36
	Potential Payments upon Termination or Change in Control		43
	Equity Compensation Plan Information		49
	CEO Pay Ratio		50
	Fees of the Compensation Committee Consultant		51

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TABLE OF CONTENTS

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			52What We Don’t Do
✓INDEPENDENT AUDITORStock Ownership Guidelines.We maintain meaningful stock ownership guidelines that align our executives’ long-term interests with those of our stockholders and discourage excessive risk-taking. ✓Clawback Policy.We maintain a clawback policy that permits our Board to recover from executive officers and key employees of Quanta and its subsidiaries cash or equity incentive compensation in certain circumstances involving a restatement of financial statements. ✓Annual Review.Our Compensation Committee has engaged its own independent compensation consultant, which performs an annual comprehensive market analysis of our executive compensation program and pay levels. ✓Annual Say-on-Pay Vote.We provide our stockholders with an annual opportunity to participate in an advisory vote on NEO compensation. ✓Performance-Based Compensation.The majority of the target compensation for our NEOs is subject to objective and measurable financial and operational performance metrics. ✓Performance Thresholds and Maximums.All performance-based awards require that the Company achieve a threshold level of performance to receive any award and provide for a maximum award in the event the established performance criteria is dramatically exceeded. ✓Modest Perquisites.Our NEOs receive a modest amount of perquisites, which are intended to promote wellness, provide convenience in light of the demands of their positions, assist them in serving necessary business purposes, and provide a competitive compensation package.			✖53Anti-Pledging Policy.We maintain an anti-pledging policy that prohibits directors and executive officers from pledging Quanta securities as collateral for a loan absent pre-clearance and demonstration of financial capacity to repay without resorting to the pledged securities. ✖Anti-Hedging Policy.We maintain an anti-hedging policy that prohibits directors and executive officers from hedging the economic risk of ownership of Quanta common stock. ✖No Gross-Up.Our employment agreements with NEOs do not provide for gross-ups of excise taxes on severance or other payments in connection with a change of control.

PROPOSAL

3

Ratification of the Appointment of Independent Registered Public Accounting Firm The Board of Directors unanimously recommends a voteFORratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. ► Seepage 58 for further information

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PROPOSAL

4

Approval of 2019 Omnibus Equity Incentive Plan The Board of Directors unanimously recommends a voteFORthe approval of the Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan ► Seepage 61 for further information

Key Terms of Quanta Services, Inc. 2019 Omnibus Equity Incentive Plan

●	Shares Requested.Authorization of 7,000,000 shares of Quanta common stock, $0.00001 par value (“Common Stock”),plusshares of Quanta Common Stock remaining under the Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (the “2011 Omnibus Plan”) as of the date of stockholder approval and certain shares of Quanta Common Stock underlying existing awards under the 2011 Omnibus Plan that are subsequently forfeited, cancelled, expired or settled in cash.
Audit Committee Report●		54 One-Year Minimum Vesting Requirement.Subject to certain limited exceptions, plan requires future equity awards to have minimum vesting periods of not less than one year from the date an award is granted.
Audit Fees●	No Dividends on Unvested Awards.Plan expressly prohibits payment of dividends and dividend equivalents on shares underlying unvested awards until such awards vest or restrictions lapse, such that declared dividends and dividend equivalents are subject to forfeiture.
●	55 Director Compensation Limit.Equity awards and other compensation payable to each non-employee director are subject to an aggregate annual limit of $500,000 (increased by $250,000 for a newly-appointed non-employee director, the Lead Director or Chairman of the Board).
●	No Liberal Share Recycling.Shares tendered or withheld for payment of tax obligations or the exercise of an award cannot be recycled for subsequent awards.
●	Clawback Policy.Awards are subject to clawback to the extent necessary to comply with applicable securities laws and regulations or Quanta’s clawback policy, which is described in further detail on page 35.
●	No Discounted Options or Stock Appreciation Rights.Options and stock appreciation rights must have an exercise price or base price at or above the fair market value per share of our Common Stock on the date of grant.
●	Prohibition on Repricing.Plan expressly prohibits repricing of stock options and stock appreciation rights without the approval of our stockholders.
●	No Liberal Change in Control Definition.Plan does not include a “liberal” change in control definition (i.e., mergers require actual consummation).
●	No Excise Tax Gross-Ups.A “best-net” parachute payment provision provides that either parachute payments will be reduced to avoid excise taxes or a participant will receive the full benefit and pay the related excise taxes, whichever results in the better after-tax result for the participant.
●	Transfer Restrictions.Plan includes robust transfer restrictions, including that no award may be transferred to a third-party financial institution for value.
●	Fixed Term and Fixed Share Authorization.Plan has a term of ten years and no evergreen feature (i.e., the amount of shares authorized is fixed and can only be increased with stockholder approval).

Quanta’s Grant Practices and Use of Equity-Based Compensation

●	Motivation and Alignment of Interests.Quanta utilizes equity-based compensation to attract, retain and incentivize key personnel and believes that stock-based and performance-based compensation has been integral to Quanta’s success in the past and will be important for continued strong performance.
●	Broad-Based Equity Grants.Quanta grants equity-based compensation to a broad group of individuals, including to management and key operations personnel at its operating units, which helps to align incentives throughout its decentralized structure.
●	Utilized for Strategic Acquisitions.Quanta has historically granted equity-based compensation to key personnel of acquired businesses, which helps foster retention and promote an ownership culture.
●	Significant Stock Repurchases.Quanta’s recent significant repurchases of Common Stock (approximately 87.3 million shares from May 2014 through March 2019, representing approximately 41% of the outstanding shares as of the start of those repurchases) have offset dilution and impacted its burn rate.
●	Reasonable Share Request.Based on grant practices, forecasts and other assumptions, including the price of Quanta Common Stock, Quanta believes the proposed share request would be sufficient for equity-based compensation awards over approximately the next three years.

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AMENDMENT TO OMNIBUS PLANPROXY STATEMENT SUMMARY		56i
Amendment		56
Summary of Omnibus Plan		56
Required Vote and Board Recommendation		60
ADDITIONAL INFORMATION		61
Stockholder Proposals and Nominations of Directors for the 2019 Annual Meeting		61
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		62
Security Ownership of Certain Beneficial Owners		62
Security Ownership of Management		63
CERTAIN TRANSACTIONS		64
Related Party Transactions		64
Review of Related Party Transactions		65
Section 16(a) Beneficial Ownership Reporting Compliance		65
GENERAL INFORMATION		66
Questions and Answers About the Meeting		66
ADDITIONAL INFORMATION		71
Other Matters		71
Appendix A		A-1
Appendix B		B-1
Appendix C		C-1

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QUANTA SERVICES, INC. 2800 Post Oak Boulevard, Suite 2600 Houston, TX 77056 | (713) 629-7600

 PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 24, 2018

We are distributing and making available this Proxy Statement, the form of proxy or voting instructions and our 2017 Annual Report beginning on or about April 13, 2018.

We are furnishing this Proxy Statement in connection with the solicitation of proxies by our Board of Directors (“Board”) to be voted at the 2018 Annual Meeting of Stockholders of Quanta Services, Inc., a Delaware corporation, sometimes referred to as the Company, Quanta, us, we or similar terms. The annual meeting will be held in Houston, Texas on Thursday, May 24, 2018, at 8:30 a.m. local time. The proxy materials, including this Proxy Statement, the form of proxy or voting instructions and our 2017 Annual Report, are being distributed and made available on or about April 13, 2018.

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (“SEC”), we are providing our stockholders access to our proxy materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (“Notice”) will be mailed to most of our stockholders on or about April 13, 2018. Stockholders will have the ability to access the proxy materials on a website referred to in the Notice or request a printed set of the proxy materials to be sent to them by following the instructions in the Notice.

The Notice also provides instructions on how to inform us to send future proxy materials to you electronically by e-mail or in printed form by mail. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail or printed form will remain in effect until you terminate it.

Choosing to receive future proxy materials by e-mail will allow us to provide you with the information you need in a more timely manner, save us the cost of printing and mailing documents to you, and conserve natural resources.

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 QUANTA BOARD OF DIRECTORS

PROPOSAL 1		Election of Directors
		✓The Board of Directors unanimously recommends a voteFOR the election of each of the director nominees.		1

The Board currently consists of nine directors, whose current terms of office all expire at the 2018 Annual Meeting. The Board proposes that the following nine nominees be elected for a new term of one year or until their successors are duly elected and qualified or until their earlier death, resignation or removal. Each of the nominees has consented to serve if elected. If a nominee becomes unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. Proxies cannot be voted for a greater number of persons than the number of nominees named below.

The director nominees standing for election are:

Name		Age		Position(s) with Quanta		Director Since
Earl C. (Duke) Austin, Jr.		48		President, Chief Executive Officer, Chief Operating Officer and Director		2016
Doyle N. Beneby		58		Director		2016
J. Michal Conaway		69		Director		2007
Vincent D. Foster		61		Director		1998
Bernard Fried		61		Director		2004
Worthing F. Jackman		53		Director		2005
David M. McClanahan		68		Chairman of the Board		2016
Margaret B. Shannon		68		Director		2012
Pat Wood, III		55		Director		2006

		Earl C. (Duke) Austin, Jr.has served as a member of the Board of Directors and President and Chief Executive Officer since March 2016 and as our Chief Operating Officer since January 2013. He previously served as President of the Electric Power Division and Oil and Gas Division from May 2011 to December 2012 and had responsibility for oversight of power and pipeline operations since January 2011. He served as President of the Oil and Gas Division from October 2009 to May 2011 and as President of North Houston Pole Line, L.P., an electric and natural gas specialty contractor and subsidiary of Quanta, from 2001 until September 2009. He is currently a director of the Southwest Line Chapter of the National Electrical Contractors Association. Mr. Austin holds a Bachelor of Arts in Business Management degree. The Board believes Mr. Austin’s qualifications to serve on the Board include his significant contributions to Quanta in strategy and operational and safety leadership, including as our Chief Operating Officer, as well as his extensive technical expertise and knowledge of the industries Quanta serves. Mr. Austin also brings extensive knowledge of all aspects of the Company’s operations as a result of his service as Chief Executive Officer.
		Doyle N. Benebyhas been a member of the Board of Directors since March 2016. Mr. Beneby previously served as the Chief Executive Officer of New Generation Power International from October 2015 until May 2016. He also previously served as President and Chief Executive Officer of CPS Energy from August 2010 until September 2015. Mr. Beneby has served as a director of Korn/Ferry International since September 2015 and as a director of Capital Power Corp. since May 2012. Mr. Beneby holds a Bachelor of Science degree in Engineering and an M.B.A. degree. The Board believes Mr. Beneby’s qualifications to serve on the Board include his extensive executive-level experience at a municipal electric and gas utility and his service as a chief executive officer and director of other public companies, as well as his operational, safety andfinancial expertise and knowledge of the industries Quanta serves.

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QUANTA BOARD OF DIRECTORS

		J. Michal Conawayhas been a member of the Board of Directors since August 2007.Mr. Conaway has been providing consulting and advisory services since 2000. He previously served as the Chief Executive Officer of Peregrine Group, LLC, an executive consultingfirm, from 2002 to 2016. Prior to 2000, Mr. Conaway held various management and executive positions, including serving as Chief Financial Officer of Fluor Corporation, an engineering, procurement, construction and maintenance services provider. Mr. Conaway previously served as a director of GT Advanced Technologies, Inc., formerly known as GT Solar International, Inc., from 2008 until March 2016. Mr. Conaway holds an M.B.A. degree and is a Certified Public Accountant. The Board believes Mr. Conaway’s qualifications to serve on the Board include his prior service as the chieffinancial officer of multiple public corporations, including those within Quanta’s line of business, his years of service on boards of other public and private companies, his extensivefinancial and accounting expertise, and his advisory experience in strategic, operational andfinancial matters.
		Vincent D. Fosterhas been a member of the Board of Directors since 1998. He has served as Chairman of the Board and Chief Executive Officer of Main Street Capital Corporation, a specialty investment company, since March 2007. He also has served as Senior Managing Director of Main Street Capital Partners, LLC (and its predecessorfirms), a private investmentfirm, since 1997. Mr. Foster served as a director of Team Industrial Services, Inc. from 2005 until July 2017. Mr. Foster also previously served as a director of U.S. Concrete, Inc. from 1999 to 2010, Carriage Services, Inc. from 1999 to 2011, and HMS Income Fund, Inc. from June 2012 to March 2013. Mr. Foster holds a J.D. degree and is a Certified Public Accountant. The Board believes Mr. Foster’s qualifications to serve on the Board include his significant contributions and service to Quanta since its inception, his experience as chief executive officer of a public corporation, his many years of service on boards of other public companies and his extensive tax, accounting, merger and acquisitions,financial and corporate governance expertise.
		Bernard Friedhas been a member of the Board of Directors since March 2004. He has served as Principal of BF Consulting, a provider of management consulting services, since September 2011, and he previously served as Chief Executive Officer and as a director of Plastikon Industries, Inc., a plastics manufacturing company, from April 2016 to September 2017. Mr. Fried also previously served as the Executive Chairman of OpTerra Energy Group, an energy conservation measures services provider, from June 2012 to February 2016, and as the Executive Chairman of Energy Solutions International, a software provider to the pipeline industry, from March 2011 to May 2015. Mr. Fried also served as Chief Executive Officer and President of Siterra Corporation, a software services provider, from May 2005 to March 2011, as Chief Executive Officer and President of Citadon, Inc., a software services provider, from 2001 until November 2003, and as Chief Financial Officer and Managing Director of Bechtel Enterprises, Inc. from 1997 until 2000. Mr. Fried holds a Bachelor of Engineering degree and an M.B.A. degree. The Board believes Mr. Fried’s qualifications to serve on the Board include his executive management experience, including at companies within Quanta’s line of business, his years of service on boards of public and private companies, and his extensive executive-level experience in operations, engineering, construction, project management,finance and international business.
		Worthing F. Jackmanhas been a member of the Board of Directors since May 2005. He has served as Executive Vice President and Chief Financial Officer of Waste Connections, Inc., an integrated solid waste services company, since September 2004 and served as its Vice President - Finance and Investor Relations from April 2003 until August 2004. From 1991 until April 2003, Mr. Jackman held various positions with Deutsche Bank Securities, Inc., an investment bankingfirm, most recently serving as a Managing Director, Global Industrial and Environmental Services Group. Mr. Jackman holds an M.B.A. degree. The Board believes Mr. Jackman’s qualifications to serve on the Board include his experience as the chieffinancial officer of a public corporation and his investment banking experience, as well as his extensivefinancial and accounting expertise.

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QUANTA BOARD OF DIRECTORS

		David M. McClanahanhas been a member of the Board of Directors since March 2016 and Chairman of the Board since May 2017. He previously served as President and Chief Executive Officer of CenterPoint Energy, Inc. from October 2002 until December 2013 and as Special Advisor to the Chief Executive Officer of CenterPoint Energy, Inc. from January 2014 until July 2014. From 1999 until 2002, Mr. McClanahan served as President and Chief Operating Officer of all regulated operations for Reliant Energy, Inc. He also previously served as a director of CenterPoint Energy, Inc. from 2002 until 2013. Mr. McClanahan holds a Bachelor of Arts degree in Mathematics and an M.B.A. degree and is a Certified Public Accountant. The Board believes Mr. McClanahan’s qualifications to serve on the Board include his extensive experience, including as a chief executive officer of a public company, in the electric power and natural gas industries and his prior service on the boards of other public companies, as well as his technical expertise and knowledge of the industries Quanta serves and hisfinancial and accounting expertise.
		Margaret B. Shannonhas been a member of the Board of Directors since December 2012. She served as Vice President and General Counsel of BJ Services Company, an international oilfield services company, from 1994 to 2010, when it was acquired by Baker Hughes Incorporated. Prior to 1994, she was a partner with the lawfirm of Andrews Kurth LLP. Ms. Shannon served on the board of directors of Matador Resources Company, an exploration and production company, from June 2011 to December 2016. In addition, she is active in several not-for-profit organizations in Houston. Ms. Shannon received her J.D. degree cum laude from Southern Methodist University Dedman School of Law in 1976 and her Bachelor of Arts degree from Baylor University in 1971. The Board believes Ms. Shannon’s qualifications to serve on the Board include vast experience in the energy industry, as well as in corporate governance, and her years of service on boards of other public and private companies.
		Pat Wood, IIIhas been a member of the Board of Directors since May 2006. He has served as a Principal of Wood3 Resources, an energy infrastructure developer, since July 2005. From 2001 until July 2005, Mr. Wood served as Chairman of the Federal Energy Regulatory Commission, and from 1995 until 2001, he chaired the Public Utility Commission of Texas. Prior to 1995, Mr. Wood was an attorney with Baker Botts L.L.P. and an associate project engineer with Arco Indonesia, an oil and gas company, in Jakarta. Mr. Wood has served as a director of SunPower Corporation since 2005 and non-executive chairman of the board of directors of Dynegy, Inc. since October 2012. Mr. Wood also served as a director of Memorial Resource Development from June 2014 until September 2016. He also serves as a strategic advisor for Hunt Power, InfraREIT, Inc. and Sharyland Utilities, L.P. Mr. Wood holds a Bachelor of Science in Civil Engineering degree from Texas A&M University and a J.D. degree from Harvard University. The Board believes Mr. Wood’s qualifications to serve on the Board include his significant strategic and operational management experience, his unique perspective and extensive knowledge with regard to the legal and regulatory process and policy development at the government level, his years of service as a director of other public and private companies, and his energy infrastructure development expertise.

The BoardProposal 1 Election of Directors unanimously recommends a voteFORthe election1Director Nominees1Mix of each of the director nominees.

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 CORPORATE GOVERNANCE

We are committed to having sound corporate governance practices that maximize stockholder value7Board Leadership Structure7The Board’s Role in a manner consistent with legal requirements and the highest standardsStrategy8The Board’s Role in Risk Oversight8Board Independence9Executive Sessions of integrity. In that regard, the Board has adopted guidelines that provide a framework for the governance of Quanta, and we continually review these guidelines and regularly monitor developments in the area of corporate governance. Our Corporate Governance Guidelines are posted in the “Investors & Media / Governance” section of our website atwww.quantaservices.com.

Non-Management Directors9BOARD LEADERSHIP STRUCTURE

The Board believes that the leadership structure of Quanta’s Board should include either an independent non-executive ChairmanDirector Meetings9Committees of the Board or a Lead Director who satisfies Quanta’s standards for independence. The Board believes that the appointment of a Lead Director achieves many of the benefits claimed to result from the separation of the Chairman of the Board and the Chief Executive Officer roles. The Board reviews its leadership structure from time to time to assess whether it continues to serve the best interests of Quanta and its stockholders.

Quanta’s Corporate Governance Guidelines provide that the Board will appoint a Chairman of the Board, who may but need not be an employee of Quanta. The Chairman of the Board presides over all regular sessions of the Board and Quanta’s annual meetings of stockholders. With input from the Chief Executive Officer (if the Chairman is an independent director), or in consultation with the Lead Director (if the Chairman is not an independent director), the Chairman sets the agenda for Board meetings, subject to the right of each Board member to suggest the inclusion of items on any agenda. The Chairman of the Board may vote at any meeting of the Board on any matter called to a vote, subject to the legal,fiduciary and governance requirements applicable to all members of the Board. If the Chairman of the Board is an independent director, the duties and responsibilities of the Chairman of the Board generally include the following:

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CORPORATE GOVERNANCE

Additional duties and responsibilities of the Chairman of the Board may be established from time to time by the Board and the Governance and Nominating Committee of the Board.

In May 2017, the Board appointed David McClanahan, an independent director, as non-executive Chairman of the Board to serve as such until his successor is duly elected and qualified at the next annual meeting of the Board or until his earlier resignation or removal. The Board may modify this structure in the future to ensure that the Board leadership structure for Quanta remains effective and advances the best interests of our stockholders.

In the event the Chairman of the Board is not an independent director, our Corporate Governance Guidelines provide that a Lead Director will be elected exclusively by the independent directors. The Lead Director must be an independent director and will assist the Chairman of the Board and the remainder of the Board in assuring effective corporate governance in managing the affairs of the Board. The Lead Director is responsible for ensuring that the quality, quantity and timeliness of theflow of information between management and the Board enables the Board to fulfill its functions andfiduciary duties in an efficient and effective manner. In addition, the Lead Director will coordinate the activities of the other independent directors, preside over the Board when the Chairman of the Board is not present, consult with the Chairman of the Board as to agenda items for Board and committee meetings, and perform such other duties and responsibilities as the Board deems appropriate.

THE BOARD’S ROLE IN STRATEGY

The Board recognizes the importance of ensuring that the Company’s overall business strategy is designed to create long-term, sustainable value for stockholders. While the formulation and implementation of Quanta’s strategy is primarily the responsibility of management, the Board plays an active oversight role, carried out primarily through regular reviews and discussions with management, including both broad-based presentations and more in-depth analyses and discussions of specific areas of focus and evolving business, industry, societal, operating and economic conditions. Periodically, the Board undertakes a robust qualitative and quantitative review of management’sfive-year strategic plan, which includes bothfinancial and operational performance goals and the strategic initiatives designed to support those goals. The Board and management discuss, among other things, the Company’s commitment to workforce safety, planned strategic operating initiatives for each operating segment, growth opportunities in existing and adjacent markets, capital allocation initiatives and considerations, and expected investment and acquisition activity.

The Board also annually reexamines the strategic plan, reviewing management’s progress on its strategic initiatives and revisedfinancial projections based on, among other things, recent acquisition activity. The Board and management discuss and consider market trends and opportunities, the Company’s competitive positioning, recent regulatory and legal changes, and emerging technologies and challenges in the industries Quanta serves. Furthermore, on an ongoing basis, the Board evaluates specific business decisions in light of the strategic plan, including proposed acquisitions or investments and capital allocation decisions. The Board’s oversight of risk management (as described below) also enhances the directors’ understanding of the risks associated with the Company’s strategy and the Board’s ability to provide guidance to and oversight of management in executing the strategic plan.

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CORPORATE GOVERNANCE

THE BOARD’S ROLE IN RISK OVERSIGHT

The Board oversees an enterprise-wide approach to risk management, designed to support the achievement of long-term organizational objectives and enhance stockholder value. The annual enterprise risk management assessment, managed by Quanta’s Chief Executive Officer, General Counsel, Chief Accounting Officer and Chief Financial Officer, provides visibility to the Board about the identification, assessment, monitoring and management of critical risks and management’s risk mitigation strategies. In this process, risk is assessed throughout the business, including operational,financial and reputational risks, legal and regulatory risks and data and systems security. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for Quanta. The involvement of the full Board in setting Quanta’s business strategy, both short-term and long-term, is a key part of its understanding of Quanta’s risks and how those risks may evolve in response to changes in strategy or business environment, and what constitutes an appropriate level of risk for Quanta.

While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also oversee risk management in certain areas. Specifically, the Audit Committee focuses on risks relating tofinancial reporting, internal controls, information technology security programs, including cybersecurity, and compliance with legal and regulatory requirements; the Compensation Committee focuses on risks relating to Quanta’s compensation policiesInterlocks and programs and, in setting compensation, strives to create incentives that are aligned with Quanta’s risk management profile; and the Investment Committee focuses on risks associated with prospective acquisitions, dispositions and investments, as well as capital investment strategies. Quanta’s Governance and Nominating Committee focuses on risks relating to Quanta’s corporate governance and Board membership and structure and periodically reviews the risk management process, reporting itsfindings to the Board.

Insider Participation12BOARD INDEPENDENCE

The Board has determined that each of our current directors, other than our Chief Executive Officer, Mr. Austin, has no material relationship with Quanta (either directly or as a partner, stockholder or officer of an organization that has a relationship with Quanta) and is “independent” within the meaning of the New York Stock Exchange (“NYSE”) corporate governance listing standards. The Board also determined that Bruce Ranck, a former director who served during a portion offiscal year 2017, had no material relationship with Quanta and was “independent” within the meaning of the NYSE corporate governance listing standards. The Board has made these determinations based in part on itsfinding that these independent directors meet the categorical standards for director independence set forth in our Corporate Governance Guidelines and in the NYSE corporate governance listing standards. With each current director other than Mr. Austin deemed independent, the Board exceeds the NYSE requirement that a majority of directors be independent.

When evaluating the independence of Mr. Wood, the Board considered his service as a director of SunPower Corporation, his service as non-executive chairman of the board of directors of Dynegy, Inc. and his service as a strategic adviser to Sharyland Utilities, all of which are customers or potential customers of Quanta. The Board determined that these relationships were not material and that Mr. Wood’s positions and the amounts involved did not prevent afinding of independence under the NYSE standards or our Corporate Governance Guidelines.

Our Corporate Governance Guidelines, which include our categorical standards for director independence, are posted in the “Investors & Media / Governance” section of our website atwww.quantaservices.com

EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS

In accordance with the NYSE corporate governance listing standards, our non-management directors, each of whom is “independent” within the meaning of NYSE corporate governance listing standards and our Corporate Governance Guidelines, meet in executive session without management at each regularly scheduled Board meeting.

DIRECTOR MEETINGS

During the year ended December 31, 2017, the Board held nine meetings. All directors attended at least 75% of the meetings of the Board and the committees of the Board, if any, on which they served during the periods for which they served as a director. We encourage, but do not require, the members of the Board to attend the annual meeting of stockholders. Last year, all of the then-current directors attended the annual meeting of stockholders.

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COMMITTEES OF THE BOARD

The Board has four standing committees: the Audit Committee, the Compensation Committee, the Governance and Nominating Committee, and the Investment Committee. The Board has examined the composition of each standing committee and has determined that each member of these committees is “independent” within the meaning of SEC regulations, NYSE corporate governance listing standards and our Corporate Governance Guidelines. Each standing committee operates under a formal charter adopted by the Board that governs its responsibilities. The committee charters are posted in the “Investors & Media / Governance” section of our website atwww.quantaservices.com. The current membership and the number of meetings held during the lastfiscal year and the primary responsibilities of each standing committee are set forth below:

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee served as an employee or officer of Quanta or any of its subsidiaries during 2017, was formerly an officer of Quanta or any of its subsidiaries, or had any relationship with Quanta requiring disclosure herein as a related party transaction. Additionally, no executive officers served on the compensation committee or as a director of another company, one of whose executive officers served on Quanta’s Compensation Committee or as a director of Quanta.

CODE OF ETHICS AND BUSINESS CONDUCT

The Board has adopted a Code of Ethics and Business Conduct that applies to all directors, officers12Engagement and employees of Quanta and its subsidiaries, including the principal executive officer, principalfinancial officer and principal accounting officer or controller. The Code of Ethics and Business Conduct is posted in the “Investors & Media / Governance” section of our website atwww.quantaservices.com. We intend to post at the above location on our website any amendments or waivers to the Code of Ethics and Business Conduct that are required to be disclosed pursuant to Item 5.05 of Form 8-K.

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STOCKHOLDER ENGAGEMENT AND COMMUNICATIONS WITH THE BOARD

The Board believes that effective corporate governance includes constructive conversations with our stockholders. We value such engagement and believe it is important to address any questions or concerns and consider all input on Company policies and practices. During 2017, management engaged with stockholders on a variety of topics, including industry dynamics, operational andfinancial performance, governance matters, and long-term strategy. Management and the Board welcome additional dialogue on these and other matters, and we have incorporated some of the feedback we received into this Proxy Statement.

Stockholders and other interested parties may communicate with one or more of our directors, including our non-management directors or independent directors as a group, a committee or the full Board by writing to Corporate Secretary, Quanta Services, Inc., 2800 Post Oak Blvd., Suite 2600, Houston, Texas 77056. All communications will be reviewed by the Corporate Secretary and forwarded to one or more of our directors, as appropriate.

IDENTIFYING AND EVALUATING NOMINEES FOR DIRECTOR

The Governance and Nominating Committee regularly evaluates the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. If any vacancies are anticipated or arise, the Governance and Nominating Committee will consider director candidates suggested by incumbent directors, management, third-party searchfirms and others. The Governance and Nominating Committee will also consider director nominations by stockholders that are made in compliance with our bylaws. All applications, recommendations or proposed nominations for Board membership received by Quanta will be referred to the Governance and Nominating Committee. The manner in which the qualifications of a nominee are evaluated does not differ if the nominee is recommended by a stockholder.

The Governance and Nominating Committee has the authority to retain, at Quanta’s expense, a third-party searchfirm to help identify and facilitate the screening and interview process of potential director nominees. Once a potential director nominee is identified or recommended, the committee makes an initial determination as to whether to conduct a full evaluation based on, among other things, the information providedCommunications with the recommendation, the committee’s own knowledge of the candidate, supplemental inquiries to the recommending person or others, or a background check. If the committee determines to further pursue the candidate, the candidate is evaluated based on the qualifications described below.

The GovernanceBoard12Identifying and Nominating Committee also considers other relevant factors it deems appropriate, including the current composition of the Board (including its diversity in experience, background, gender and ethnicity), the balance of management and independent directors, the needEvaluating Nominees for a certain Board committee expertise, and the candidate’s activities unrelated to Quanta, including service as a director on the boards of other public companies. After this evaluation, the committee determines whether to interview the candidate and may ask the candidate to meet with members of Quanta’s management or other Board members. After completing its evaluation, if the committee believes the candidate would be a valuable addition to the Board, it will recommend to the Board the candidate’s nomination for appointment or election as a director.

The Board values diversity in its broadest sense. The Board endeavors to have a group of directors representing diverse experience at policy-making levels that may come from business, government, education, technology and non-profit organizations, with expertise in areas that are relevant to Quanta’s activities, and who have demonstrated leadership skills in the organizations with which they are or have been affiliated. The Board also endeavors to have a group of directors that have diversity of tenure, which ensures a proper balance between Board refreshment and director continuity. The Board also believes that its directors should have diverse backgrounds, including with respect to gender, ethnicity and geography. The Board, in connection with its most recent director candidate searches, took deliberate steps to identify and appoint qualified, diverse candidates. Our Board is pleased with the progress made to date in connection with its diversity objectives, and intends to continue to focus on identifying qualified, diverse director candidates.

Director13DIRECTOR QUALIFICATIONS

Our Corporate Governance Guidelines contain Board membership qualifications that the Governance and Nominating Committee considers in selecting nominees for our Board. The guidelines state that members of the Board should possess the highest standards of personal and professional ethics, integrity and values, and be committed to representing the long-term interests of our stockholders, and must have an inquisitive and objective perspective, practical wisdom, mature judgment, the willingness to speak their mind and the ability to challenge and stimulate management in a constructive manner. They also provide that Board members should collectively have diverse experience at policy-making levels of different types of organizations and individually have experience in areas that are relevant to Quanta’s business and

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demonstrated leadership skills in the organizations with which they are or have been affiliated. The Board wants its members to represent a broad range of viewpoints and backgrounds, and our Corporate Governance Guidelines expressly mention seeking candidates who would add gender and ethnic diversity to our Board.

Members of the Board must also be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serve for an extended period of time. As such, a Board member should not serve on more than three additional public company boards, and a Board member that is a chief executive officer (or equivalent position) with another public company should not serve on more than one public company board in addition to Quanta’s Board and their own company board. Board members will not be nominated for election to the Board if the election would occur after their 73rd birthday; however, the full Board may make exceptions in special circumstances.

DIRECTOR COMPENSATION

The Governance and Nominating Committee has the responsibility of recommending to the Board compensation and benefits for non-employee directors. The committee is guided by certain director compensation principles set forth in our Corporate Governance Guidelines.

During the fourth quarter of 2016, the Governance and Nominating Committee retained Deloitte Consulting LLP (“Deloitte Consulting”) to, among other things, review and provide observations and recommendations regarding Quanta’s non-employee director compensation and highlight relevant trends in director compensation. Deloitte Consulting examined director compensation data for the peer group used for its named executive officer compensation review during 2016, namely 14 companies similar to Quanta in terms of industry, revenue size and market capitalization, as well as director compensation survey data, and presented itsfindings and observations to the Governance and Nominating Committee. Further information about the peer group is disclosed in“Compensation Discussion & Analysis – Compensation Philosophy and Process – Role of Compensation Consultant.”

After review of the information presented by Deloitte Consulting and upon recommendation by the Governance and Nominating Committee, the Board approved the non-employee director compensation program set forth below, which it believes aligns with competitive peer group practices.

At every annual meeting of stockholders at which a non-employee director is elected or re-elected, each such director receives (i) an annual award of restricted stock units (“RSUs”) having a value of $150,000 and (ii) the annual cash retainer(s) set forth below for board membership, committee membership, and board/committee leadership to which such non-employee director is appointed:

Upon initial appointment to the Board other than at an annual meeting of stockholders, each non-employee director receives (for the period from the appointment through the end of the current director service year) a pro rata portion of the equity award and applicable cash amounts.

Our non-employee Chairman of the Board receives additional annual compensation in the amount of $180,000, of which 50% is payable in cash and 50% is payable in RSUs. Upon the initial appointment of a non-employee Chairman of the Board, other than immediately following the annual meeting of stockholders, such director receives (for the period from the appointment through the end of the current director service year) a pro rata portion of the additional annual compensation.

Unless the non-employee director’s Board service is terminated earlier, RSUs generally vest upon conclusion of the director service year. Subject to the terms of applicable award agreements, unvested RSUs held by (i) any non-employee director who is not nominated for or elected to a new term, including for example, due to a reduction in the size of the Board,

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age precluding a re-nomination, the identification of a new nominee, or the desire to retire at the end of a term, or (ii) any non-employee director who resigns at Quanta’s convenience, including any resignation resulting from the non-employee director’s failure to receive a majority of the votes cast in an election for directors as required by Quanta’s bylaws, vest in full on the earlier of (a) the following May 28^th, coinciding with the conclusion of the director service year, or (b) the date of such non-employee director’s termination of service. RSUs are generally settled in shares of Quanta common stock, $0.00001 par value (“Common Stock”), provided that a non-employee director may elect to settle up to 50% of any award in cash if he or she is in compliance with Quanta’s stock ownership guidelines as of the date of settlement and is expected to remain in compliance immediately following settlement.

Generally, meeting fees are not paid. However, in order to compensate for the time required to accommodate extraordinary meeting activity, each non-employee director receives a fee for attendance at the tenth and any subsequent Board meeting or the tenth and any subsequent committee meeting, in each case during a single director service year, as follows: $2,000 for attendance at an in-person board meeting; $1,000 for participation at a telephonic board meeting; $1,000 for attendance at an in-person committee meeting; and $500 for participation at a telephonic committee meeting.

Directors are also reimbursed for reasonable out-of-pocket expenses incurred to attend meetings of the Board or the committees thereof, and for other expenses reasonably incurred in their capacity as directors of Quanta. Directors who also are employees of Quanta or any of its subsidiaries do not receive additional compensation for serving as directors. Currently, eight non-employee director nominees are standing for election at the annual meeting. As President and Chief Executive Officer of Quanta during 2017, Mr. Austin received no compensation for his service as a director of Quanta. The compensation received by Mr. Austin as an employee of Quanta is set forth in the 2017 Summary Compensation Table.

The Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan (the “Omnibus Plan”) contains an annual limit on non-employee director compensation, inclusive of all cash compensation and any awards under the Omnibus Plan that may be paid to a non-employee director for service during any calendar year. The maximum limit is $400,000, except that for any non-employee director who is serving as Chairman of the Board or Lead Director of the Board or any non-employee director who is serving in his or her first calendar year on the Board, such compensation is capped at 200% of the foregoing limit. For purposes of the annual limit, we use the grant date fair value of equity-based awards granted under the Omnibus Plan.

Non-employee directors are eligible to participate in a deferred compensation plan maintained by Quanta. No later than December 31 of each year, each non-employee director may voluntarily elect to defer all or a portion (in 5% increments) of his or her annual cash retainers, including but not limited to, compensation for board membership, committee membership and board/committee leadership, and RSUs to be earned with respect to services performed in the following year. Deferral elections are irrevocable and if no deferral election is made, no compensation is deferred.

Deferred cash amounts are allocated to a separate recordkeeping account maintained for the non-employee director that reflects the amounts deferred and any earnings (positive or negative). The account is credited with returns according to the performance of certain deemed investment choices selected by the non-employee director from time to time. However, Quanta has no obligation to provide any deemed investment choice other than a cash account deemed invested in cash equivalents based on the mid-term annual applicable federal rate, as adjusted on the first day of each subsequent year. The interest rate earned on the deferred cash amounts is not above-market or preferential. Deferred RSUs are recorded in an account maintained for the non-employee director that reflects the number of shares deferred. In general, deferred compensation is distributed to the non-employee director (or his or her beneficiary) upon the director leaving the Board or at a date elected in advance by the director. Additionally, deferred amounts can be distributed upon certain unforeseen emergencies suffered by the non-employee director or upon a change in control of Quanta.

Messrs. Foster, Fried and Jackman elected to defer all or a portion of their cash compensation and/or RSU awards during 2017.

Non-employee directors are required to hold stock with a value equivalent to five times the annual cash retainer for Board membership (excluding the annual cash retainer for committee membership or any supplement for serving as a committee chairman or as chairman of the Board). Non-employee directors have five years from the fiscal year-end following initial election to the Board to accumulate the stock ownership prescribed by the guidelines. As of December 31, 2017, all non-employee directors were in compliance with the requirements of the stock ownership guidelines, either by exceeding the prescribed ownership level or making ratable progress toward the prescribed ownership level within the five-year accumulation period.

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2017 DIRECTOR COMPENSATION TABLE

The following table sets forth the compensation for each non-employee director during the 2017 fiscal year.

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 EXECUTIVE OFFICERS

The current executive officers17COMPENSATION DISCUSSION & ANALYSIS19Compensation Committee Report19Executive Summary19Compensation Philosophy23Elements of Executive Compensation24Executive Compensation Decisions for 201825Stock Ownership Guidelines34Pledging, Hedging and Other Transactions in Quanta Securities35Clawback Policy35Employment Agreements36Indemnification Agreements36Risk Considerations in Our Compensation Program36Compensation Process37Impact of Regulatory Requirements on Our Executive Compensation Decisions39Conclusion39EXECUTIVE COMPENSATION402018 Compensation Tables40Potential Payments upon Termination or Change in Control47Equity Compensation Plan Information53CEO Pay Ratio54Fees of the Compensation Committee Consultant55ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION56Proposal 2 Advisory Vote to Approve Executive Compensation56INDEPENDENT AUDITOR58Proposal 3 Ratification of the Appointment of Independent Registered Public Accounting Firm58Audit Committee Report59Audit Fees60OMNIBUS EQUITY INCENTIVE PLAN61Proposal 4 Approval of Quanta are as follows:

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Paul C. Gregory		54		Chief Strategy Officer and President – Oil and Gas Division
Derrick A. Jensen		47		Chief Financial Officer
Jesse E. Morris		50		President – Infrastructure Solutions and Executive Vice President – Corporate Development
Donald C. Wayne		51		Executive Vice President and General Counsel
Jerry K. Lemon		58		Chief Accounting Officer
Nicholas M. Grindstaff		55		Vice President – Finance and Treasurer
Dorothy Upperman		55		Vice President – Tax

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PROPOSAL

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Election of Directors ForThe Board of Directors unanimously recommends a descriptionvoteFORthe election of each of the business backgrounddirector nominees.

The Board of Directors (“Board”) of Quanta currently consists of nine directors, whose current terms of office all expire at the 2019 Annual Meeting. The Board proposes that the following nine nominees be elected for a new term of one year or until their successors are duly elected and qualified or until their earlier death, resignation or removal. Each of the nominees has consented to serve if elected. If a nominee becomes unavailable to serve as a director, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. Proxies cannot be voted for a greater number of persons than the number of nominees named below.

The Board unanimously recommends a voteFORthe election of Ms. Shannon and Messrs. Austin, Beneby, Conaway, Foster, Fried, Jackman, McClanahan and Wood.

Director Nominees

The following provides biographical information about each director nominee, including a description of the experience, qualifications and skills that have led the Board to determine that each nominee should serve on the Board.

Director Since: 2016 Age: 49 Key Skills and Attributes ●Industry Experience ●Senior Leadership ●Risk Oversight and Management ●Operations Positions with Quanta ●President ●Chief Executive Officer ●Chief Operating Officer

Earl C. (Duke) Austin, Jr. EXPERIENCE Mr. Austin see“Quanta Board of Directors”above. Paul C. Gregoryhas served as a member of the Board and President and as Chief Executive Officer since March 2016 and as our Chief StrategyOperating Officer andsince January 2013. He previously served as President –of the Electric Power Division and Oil and Gas Division from May 2011 to December 2012 and had responsibility for oversight of power and pipeline operations since January 2017.2011. He served as President of the Oil and Gas Division from October 2009 to May 2011 and as President of North Houston Pole Line, L.P., an electric and natural gas specialty contractor and subsidiary of Quanta, from 2001 until September 2009. He is currently a member of the Texas State University System Board of Regents and a director of the Southwest Line Chapter of the National Electrical Contractors Association. Mr. Austin holds a Bachelor of Arts degree in Business Management. QUALIFICATIONS The Board believes Mr. Austin’s qualifications to serve on the Board include his significant contributions to Quanta in strategy and operational and safety leadership, including as our Chief Operating Officer, as well as his extensive technical expertise and knowledge of the industries Quanta serves. Mr. Austin also brings extensive knowledge of all aspects of the Company’s operations as a result of his service as our Chief Executive Officer.

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Director Since: 2016 Age: 59 Key Skills and Attributes ●Industry Experience ●Senior Leadership ●Risk Oversight and Management ●Operations ●Government / Regulatory / Legal Affairs Other Public Company Board Service ●Korn/Ferry International ●Capital Power Corp.

Doyle N. Beneby EXPERIENCE Mr. Beneby has been a member of the Board since March 2016. Mr. Beneby has served as President and Chief Executive Officer of Midland Cogeneration Venture, a natural gas-fired combined electrical and energy generating plant located in the United States, since November 2018. He previously served as the Chief Executive Officer of New Generation Power International from October 2015 until May 2016 and as President and Chief Executive Officer of CPS Energy from August 2010 until September 2015. Mr. Beneby has served as a director of Korn/Ferry International since September 2015 and as a director of Capital Power Corp. since May 2012. Mr. Beneby holds a Bachelor of Science degree in Engineering and a Master of Business Administration degree. QUALIFICATIONS The Board believes Mr. Beneby’s qualifications to serve on the Board include his extensive executive-level experience at a municipal electric and gas utility and his service as a chief executive officer and director of other public companies, as well as his operational, safety and financial expertise and knowledge of the industries Quanta serves. COMMITTEE MEMBERSHIPS ●Governance and Nominating ●Investment

Director Since: 2007 Age: 70 Key Skills and Attributes ●Industry Experience ●Senior Leadership ●Risk Oversight and Management ●Finance and Capital Management Other Public Company Board Service ●GT Advanced Technologies, Inc. (2008 – 2016)

J. Michal Conaway EXPERIENCE Mr. Conaway has been a member of the Board since August 2007. Mr. Conaway has provided consulting and advisory services since 2000 and previously served as the Chief Executive Officer of Peregrine Group, LLC, an executive consulting firm, from 2002 to 2016. Prior to 2000, Mr. Conaway held various management and executive positions, including serving as Chief Financial Officer of Fluor Corporation, an engineering, procurement, construction and maintenance services provider. Mr. Conaway previously served as a director of GT Advanced Technologies, Inc., formerly known as GT Solar International, Inc., from 2008 until March 2016. Mr. Conaway holds a Master of Business Administration degree and is a Certified Public Accountant. QUALIFICATIONS The Board believes Mr. Conaway’s qualifications to serve on the Board include his prior service as the chief financial officer of multiple public corporations, including those within Quanta’s line of business, his years of service on boards of other public and private companies, his extensive financial and accounting expertise, and his advisory experience in strategic, operational and financial matters. COMMITTEE MEMBERSHIPS ●Governance and Nominating ●Investment (Chairman)

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Director Since: 1998 Age: 62 Key Skills and Attributes ●Industry Experience ●Senior Leadership ●Risk Oversight and Management ●Finance and Capital Management Other Public Company Board Service ●Main Street Capital Corporation ●Team Industrial Services, Inc. (2005 – 2017)

Vincent D. Foster EXPERIENCE Mr. Foster has been a member of the Board since 1998. He has served as Chairman of the Board of Main Street Capital Corporation, a specialty investment company, since March 2007 and as Senior Managing Director of Main Street Capital Partners, LLC (and its predecessor firms), a private investment firm, since 1997. He also served as Chief Executive Officer of Main Street Capital Corporation from March 2007 until November 2018. Mr. Foster previously served as a director of Team Industrial Services, Inc. from 2005 until July 2017, U.S. Concrete, Inc. from 1999 to 2010, Carriage Services, Inc. from 1999 to 2011 and HMS Income Fund, Inc. from June 2012 to March 2013. Mr. Foster holds a Juris Doctor degree and is a Certified Public Accountant. QUALIFICATIONS The Board believes Mr. Foster’s qualifications to serve on the Board include his significant contributions and service to Quanta from 2014 until December 2016, focusingsince its inception, his experience as chief executive officer of a public corporation, his many years of service on Quanta’s oilboards of other public companies and gas operations, corporate strategy and mergershis extensive tax, accounting, merger and acquisitions, activity,financial and corporate governance expertise. COMMITTEE MEMBERSHIPS ●Audit ●Investment

Director Since: 2004 Age: 62 Key Skills and Attributes ●Industry Experience ●Senior Leadership ●Risk Oversight and Management ●Operations ●Finance and Capital Management

Bernard Fried EXPERIENCE Mr. Fried has been a member of the Board since March 2004. He has served as Principal of BF Consulting, a provider of management consulting services, since September 2011, and previously served as Chief Executive Officer and as a director of Plastikon Industries, Inc., a plastics manufacturing company, from April 2016 to September 2017. Mr. Fried also previously served as the Executive Chairman of OpTerra Energy Group, an energy conservation measures services provider, from June 2012 to February 2016, and as the Executive Chairman of Energy Solutions International, a software provider to the pipeline industry, from March 2011 to May 2015. Mr. Fried also served as Chief Executive Officer and President of Siterra Corporation, a software services provider, from May 2005 to March 2011, as Chief Executive Officer and President of Citadon, Inc., a software services provider, from 2001 until November 2003, and as Chief Financial Officer and Managing Director of Bechtel Enterprises, Inc. from 1997 until 2000. Mr. Fried holds a Bachelor of Engineering degree and a Master of Business Administration degree. QUALIFICATIONS The Board believes Mr. Fried’s qualifications to serve on the Board include his executive management experience, including at companies within Quanta’s line of business, his prior service on company boards, and his extensive executive-level experience in operations, engineering, construction, project management, finance and international business. COMMITTEE MEMBERSHIPS ●Audit ●Compensation (Chairman)

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Director Since: 2005 Age: 54 Key Skills and Attributes ●Senior Leadership ●Risk Oversight and Management ●Operations ●Finance and Capital Management

Worthing F. Jackman EXPERIENCE Mr. Jackman has been a member of the Board since May 2005. He has served as President of Waste Connections, Inc., an integrated solid waste services company, since July 2018. He previously served as its Executive Vice President and Chief Financial Officer from September 2004 until July 2018 and as Vice President - Finance and Investor Relations from April 2003 until August 2004. From 1991 until April 2003, Mr. Jackman held various positions with Deutsche Bank Securities, Inc., an investment banking firm, most recently serving as Managing Director, Global Industrial and Environmental Services Group. Mr. Jackman holds a Bachelor of Science degree in Business Administration – Finance and a Master of Business Administration degree. QUALIFICATIONS The Board believes Mr. Jackman’s qualifications to serve on the Board include his experience as the president and chief financial officer of a private operating company with oilpublic corporation and gas interests. his investment banking experience, as well as his extensive financial and accounting expertise. COMMITTEE MEMBERSHIPS ●Audit (Chairman) ●Compensation

Director Since: 2016 Age: 69 Chairman of the Board Key Skills and Attributes ●Industry Experience ●Senior Leadership ●Risk Oversight and Management  ●Operations ●Finance and Capital Management ●Government / Regulatory / Legal Affairs Other Public Company Board Service ●CenterPoint Energy, Inc. (2002 – 2013)

David M. McClanahan EXPERIENCE Mr. Gregory alsoMcClanahan has been a member of the Board since March 2016 and Chairman of the Board since May 2017. He previously served as President and Chief Executive Officer of Gregory & Cook Construction,CenterPoint Energy, Inc., from October 2002 until December 2013 and as Special Advisor to the Chief Executive Officer of CenterPoint Energy, Inc. from January 2014 until July 2014. From 1999 until 2002, Mr. McClanahan served as President and Chief Operating Officer of all regulated operations for Reliant Energy, Inc. He also previously served as a pipeline and related infrastructure construction company,director of CenterPoint Energy, Inc. from 19982002 until 2008.2013. Mr. GregoryMcClanahan holds a Bachelor of Arts degree in Mathematics and a Master of Business Administration degree in Finance and an M.B.A. degree. Derrick A. Jensenhas served as our Chief Financial Officer since May 2012. He previously served as our Senior Vice President – Finance, Administration and Chief Accounting Officer from March 2011 to May 2012, as our Vice President and Chief Accounting Officer from March 1999 to March 2011, and as our Controller from December 1997 until March 2009. Mr. Jensen holds a Bachelor of Science in Business Administration degree in Accounting and becameis a Certified Public AccountantAccountant. QUALIFICATIONS The Board believes Mr. McClanahan’s qualifications to serve on the Board include his extensive experience, including as a chief executive officer of a public company in the Stateelectric power and natural gas industries and his prior service on the board of Texas in 1997. Jesse E. Morrishas serveda public company, as our President – Infrastructure Solutions since March 2017well as his technical expertise and as our Executive Vice President – Corporate Development since January 2014. He previously served in variousknowledge of the industries Quanta serves and his financial and accounting positionsexpertise.

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Quanta Board of Directors

Director Since: 2012 Age: 69 Key Skills and Attributes ●Industry Experience ●Senior Leadership ●Risk Oversight and Management ●Government / Regulatory / Legal Affairs Other Public Company Board Service ●Matador Resources Company (2011 – 2016)

Margaret B. Shannon EXPERIENCE Ms. Shannon has been a member of increasing responsibility with Sysco Corporation from 2002 throughthe Board since December 2013, including as Vice President and Chief Financial Officer – Foodservice Operations from September 2013 to December 2013 and Vice President of Finance and Chief Financial Officer – Broadline Operations from February 2012 to August 2013. His responsibilities in those positions included the oversight of financial and accounting matters for field operations and corporate financial planning and analysis matters. Mr. Morris holds a Bachelor of Business Administration in Finance and Accounting and a Masters in Professional Accounting. Donald C. Waynehas served as our Executive Vice President and General Counsel since May 2017. He previously served as Senior Vice President, General Counsel and Corporate Secretary of Archrock, Inc., a publicly traded provider of natural gas compression and related products and services, from November 2015 through May 2017, and in similar roles for its predecessor companies, Exterran Holdings, Inc. and Universal Compression Holdings, Inc., from August 2006 through November 2015. Mr. Wayne also served, from August 2006 through May 2017, as Senior Vice President and General Counsel of Archrock GP LLC and in similar roles for the other managing general partners of Archrock Partners, L.P. and its predecessor entities, each a publicly traded master limited partnership, and as a director of Archrock GP LLC from November 2015 through May 2017. Mr. Wayne also previously2012. She served as Vice President and General Counsel of U.S. Concrete, Inc., a publicly traded provider of ready-mixed concrete and related products andBJ Services Company, an international oilfield services company, from 19991994 to 2006.2010, when it was acquired by Baker Hughes Incorporated. Prior to joining U.S. Concrete, Inc. in 1999, he served as an attorney1994, she was a partner with the law firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P. Mr. WayneAndrews Kurth LLP. Ms. Shannon served on the board of directors of Matador Resources Company, an exploration and production company, from June 2011 to December 2016. In addition, she has been active in several not-for-profit organizations in Houston. Ms. Shannon holds a Bachelor of Arts degree an M.B.A. degree and a J.D.Juris Doctor degree. Jerry K. LemonQUALIFICATIONS The Board believes Ms. Shannon’s qualifications to serve on the Board include her vast experience in the energy industry, as well as in corporate governance, and her years of service on boards of other public and private companies. COMMITTEE MEMBERSHIPS ●Compensation ●Governance and Nominating (Chairman)

Director Since: 2006 Age: 56 Key Skills and Attributes ●Industry Experience ●Senior Leadership ●Risk Oversight and Management ●Government / Regulatory / Legal Affairs Other Public Company Board Service ●SunPower Corporation ●Dynegy, Inc. (2012 – 2018) ●Memorial Resource Development (2014 – 2016)

Pat Wood, III EXPERIENCE Mr. Wood has been a member of the Board since May 2006. He has served as our Chief Accounting OfficerPresident of Hunt Energy Enterprises BEE Network, an energy storage development company, since May 2017February 2019 and as Principal of Wood3 Resources, an energy infrastructure developer, since July 2005. From 2001 until July 2005, Mr. Wood served as Chairman of the Federal Energy Regulatory Commission, and from 1995 until 2001, he chaired the Public Utility Commission of Texas. Prior to 1995, Mr. Wood was an attorney with Baker Botts L.L.P. and an associate project engineer with Arco Indonesia, an oil and gas company, in Jakarta. Mr. Wood has served as a director of SunPower Corporation since 2005. He previously served as our Vice President – Accounting from March 2017 to May 2017. Prior to joining Quanta, he served as Senior Vice President and Chief Financial Officernon-executive chairman of the Energy, Infrastructure and Industrial Construction operating unitboard of AECOM, a publicly traded global infrastructure company,directors of Dynegy, Inc. from October 2014 to November 2016, and as Senior Vice President and Chief Financial Officer of the Energy & Construction Division of URS Corporation, a publicly traded global engineering and construction services company, from November 2007 to October 2014. In both positions, he had primary responsibility for the financial and accounting functions of the unit or division. He also previously served as Senior Vice President and Controller of Washington Group International, Inc., a publicly traded engineering and construction company, from October 20032012 until November 2007, where he managed the company’s financial reporting function,April 2018 and as a partner for the public accounting firmsdirector of KPMG LLP and Arthur Andersen LLP.Memorial Resource Development from June 2014 until September 2016. Mr. LemonWood holds a Bachelor of Science degree in AccountingCivil Engineering and is a Certified Public Accountant.Juris Doctor degree. 14QUALIFICATIONS The Board believes Mr. Wood’s qualifications to serve on the Board include his significant strategic and operational management experience, his unique perspective and extensive knowledge with regard to the legal and regulatory process and policy development at the government level, his years of service as a director of other public and private companies, and his energy infrastructure development expertise. COMMITTEE MEMBERSHIPS ●Governance and Nominating ●Investment

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Mix of Skills and Experience

The graphic below depicts a number of the key skills, experiences and attributes our Board believes to be important to have represented on the Board, and identifies the number of continuing directors having those skills, experiences and attributes.

Understanding of, and experience in, the industries or markets we serve as a result of serving as a director or executive officer of a company that operates in such industries or markets	Experience as a chief financial officer of, or service in similar financial oversight function for, a public or private company or meets the definition of financial expert within the meaning of U.S. Securities and Exchange Commission (“SEC”) regulations
Experience as a chief executive officer, president or other executive officer of a public or private company or leadership of a regulatory agency, with responsibility for, among other things, talent development and management of human capital	Service in, or experience interacting with, governmental or regulatory entities or experience overseeing the legal department of a public company
Experience managing and overseeing risk processes and procedures in a public or private company or other context, with responsibility for, among other things, business, financial, cybersecurity and sustainability risks	Current or prior service on the board of directors of a public company

Experience in an executive officer role responsible for the oversight of operations and the development of a business strategy for a public or private company

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We are committed to having sound corporate governance practices that maximize stockholder value in a manner consistent with legal requirements and the highest standards of integrity. In that regard, the Board has adopted guidelines that provide a framework for the governance of Quanta, and we continually review these guidelines and regularly monitor developments in the area of corporate governance. Our Corporate Governance Guidelines are posted in theInvestors & Media / Governancesection of our website atwww.quantaservices.com.

Board Leadership Structure

The Board believes that the leadership structure of Quanta’s Board should include either an independent non-executive Chairman of the Board or a Lead Director who satisfies Quanta’s standards for independence. The Board reviews its leadership structure from time to time to assess whether it continues to serve the best interests of Quanta and its stockholders.

Chairman of the Board

Quanta’s Corporate Governance Guidelines provide that the Board will appoint a Chairman of the Board, who may but need not be an employee of Quanta. The Chairman of the Board presides over all regular sessions of the Board and Quanta’s annual meetings of stockholders. With input from the Chief Executive Officer (if the Chairman is an independent director), or in consultation with the Lead Director (if the Chairman is not an independent director), the Chairman sets the agenda for Board meetings, subject to the right of each Board member to suggest the inclusion of items on any agenda. The Chairman of the Board may vote at any meeting of the Board on any matter called to a vote, subject to the legal, fiduciary and governance requirements applicable to all members of the Board. If the Chairman of the Board is an independent director, the duties and responsibilities of the Chairman of the Board generally include the following:

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Additional duties and responsibilities of the Chairman of the Board may be established from time to time by the Board and the Governance and Nominating Committee of the Board.

In May 2018, the Board re-appointed David McClanahan, an independent director, as non-executive Chairman of the Board to serve as such until his successor is duly elected and qualified at the next annual meeting of the Board or until his earlier resignation or removal. Mr. McClanahan has served as Quanta’s non-executive Chairman of the Board since his initial appointment in May 2017. The Board may modify this structure in the future to ensure that the Board leadership structure for Quanta remains effective and advances the best interests of our stockholders.

Lead Director

In the event the Chairman of the Board is not an independent director, our Corporate Governance Guidelines provide that a Lead Director will be elected exclusively by the independent directors. The Lead Director must be an independent director and will assist the Chairman of the Board and the remainder of the Board in assuring effective corporate governance in managing the affairs of the Board. The Lead Director is responsible for ensuring that the quality, quantity and timeliness of the flow of information between management and the Board enables the Board to fulfill its functions and fiduciary duties in an efficient and effective manner. In addition, the Lead Director will coordinate the activities of the other independent directors, preside over the Board when the Chairman of the Board is not present, consult with the Chairman of the Board as to agenda items for Board and committee meetings, and perform such other duties and responsibilities as the Board deems appropriate.

The Board’s Role in Strategy

The Board recognizes the importance of ensuring that the Company’s overall business strategy is designed to create long-term, sustainable value for stockholders. While the formulation and implementation of Quanta’s strategy is primarily the responsibility of management, the Board plays an active oversight role, carried out primarily through regular reviews and discussions with management, including both broad-based presentations and more in-depth analyses and discussions of specific areas of focus and evolving business, industry, societal, operating and economic conditions. Periodically, the Board undertakes a robust qualitative and quantitative review of management’s five-year strategic plan, which includes both financial and operational performance goals and the strategic initiatives designed to support those goals. The Board and management discuss, among other things, the Company’s commitment to workforce safety, planned strategic operating initiatives for each operating segment, growth opportunities in existing and adjacent markets, capital allocation initiatives and considerations, and expected investment and acquisition activity.

The Board also annually reexamines the strategic plan, reviewing management’s progress on its strategic initiatives and revised financial projections based on, among other things, prior period financial results and recent acquisition activity. The Board and management discuss and consider market trends and opportunities, the Company’s competitive positioning, recent regulatory and legal changes, and emerging technologies and challenges in the industries Quanta serves. Furthermore, on an ongoing basis, the Board evaluates specific business decisions in light of the strategic plan, including proposed acquisitions or investments and capital allocation decisions. The Board’s oversight of risk management (as described below) also enhances the directors’ understanding of the risks associated with the Company’s strategy and the Board’s ability to provide guidance to and oversight of management in executing the strategic plan.

The Board’s Role in Risk Oversight

The Board oversees an enterprise-wide approach to risk management, designed to support the achievement of long-term organizational objectives and enhance stockholder value. The annual enterprise risk management assessment, managed by Quanta’s Chief Executive Officer, General Counsel, Chief Accounting Officer and Chief Financial Officer, provides visibility to the Board about the identification, assessment, monitoring and management of critical risks and management’s risk mitigation strategies. In this process, risk is assessed throughout the business, including operational, financial and reputational risks, legal and regulatory risks and data and systems security risks. A component of the Board’s oversight function is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for Quanta. The involvement of the full Board in setting Quanta’s business strategy, both short-term and long-term, is a key part of its understanding of Quanta’s risks and how those risks may evolve in response to changes in strategy or business environment, and what constitutes an appropriate level of risk for Quanta.

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While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also oversee risk management in certain areas. Specifically, the Audit Committee focuses on risks relating to financial reporting, internal controls, information technology security programs, including cybersecurity, and compliance with legal and regulatory requirements; the Compensation Committee focuses on risks relating to Quanta’s compensation policies and programs and, in setting compensation, strives to create incentives that are aligned with Quanta’s risk management profile; and the Investment Committee focuses on risks associated with prospective acquisitions, dispositions and investments, as well as capital investment strategies. Quanta’s Governance and Nominating Committee focuses on risks relating to Quanta’s corporate governance and Board membership and structure and periodically reviews the risk management process, reporting its findings to the Board.

Board Independence

The Board has determined that each of our current directors, other than our Chief Executive Officer, Mr. Austin, has no material relationship with Quanta (either directly or as a partner, stockholder or officer of an organization that has a relationship with Quanta) and is “independent” within the meaning of the New York Stock Exchange (“NYSE”) corporate governance listing standards. The Board has made these determinations based in part on its finding that these independent directors meet the categorical standards for director independence set forth in our Corporate Governance Guidelines and in the NYSE corporate governance listing standards. With each current director other than Mr. Austin deemed independent, the Board exceeds the NYSE requirement that a majority of directors be independent.

When evaluating the independence of Mr. Wood, the Board considered his service as a director of SunPower Corporation, as an officer of Hunt Power and as a strategic advisor for Sharyland Utilities L.P., all of which are potential customers of Quanta. The Board determined that these relationships were not material and that Mr. Wood’s positions and the amounts involved did not prevent a finding of independence under the NYSE standards or our Corporate Governance Guidelines.

Our Corporate Governance Guidelines, which include our categorical standards for director independence, are posted in theInvestors & Media / Governancesection of our website atwww.quantaservices.com.

Executive Sessions of Non-Management Directors

In accordance with the NYSE corporate governance listing standards, our non-management directors, each of whom is “independent” within the meaning of NYSE corporate governance listing standards and our Corporate Governance Guidelines, meet in executive session without management at each regularly scheduled Board meeting. The executive sessions are presided over by the Chairman of the Board or, if the Chairman of the Board is not independent, by the Lead Director, or in the absence of an independent Chairman of the Board or Lead Director, by an independent director selected by the executive session participants.

Director Meetings

During the year ended December 31, 2018, the Board held six meetings. All directors attended at least 75% of the meetings of the Board and the committees of the Board, if any, on which they served during the periods for which they served as a director. We encourage, but do not require, the members of the Board to attend the annual meeting of stockholders. Last year, all of the then-current directors attended the annual meeting of stockholders.

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Committees of the Board

The Board has four standing committees: the Audit Committee, the Compensation Committee, the Governance and Nominating Committee, and the Investment Committee. The Board has examined the composition of each standing committee and has determined that each member of these committees is “independent” within the meaning of SEC regulations, NYSE corporate governance listing standards and our Corporate Governance Guidelines. Each standing committee operates under a formal charter adopted by the Board that governs its responsibilities, all of which are posted in theInvestors & Media / Governancesection of our website atwww.quantaservices.com. The current membership and the number of meetings held during the last fiscal year and the primary responsibilities of each committee are set forth below:

Worthing F. Jackman (I)(F) Chairman of the Committee Committee Members 2018Vincent D. Foster (I)(F) Bernard Fried (I)(F) Meetings During 2018:9

●Appointing, compensating and overseeing the independent registered public accounting firm and reviewing and approving audit and non-audit services performed ●Reviewing and approving the scope and procedures of the accounting firm’s annual audit, and reviewing the final audit, including any comments, recommendations or problems encountered ●Reviewing and discussing quarterly reports from the accounting firm on, among other things, critical accounting policies and practices and any alternative treatments of financial information within generally accepted accounting principles ●Conducting an annual review of the accounting firm’s internal quality control measures and all relationships between the accounting firm and Quanta ●Reviewing management’s report on internal control over financial reporting and the accounting firm’s attestation of Quanta’s internal control over financial reporting ●Reviewing any significant deficiencies or material weaknesses in the design or operation of Quanta’s internal control over financial reporting and any fraud involving management or other financial reporting personnel ●Monitoring the quality and integrity of financial statements and earnings press releases ●Reviewing the performance of Quanta’s internal audit function, including the internal audit director, and the scope and results of the annual internal audit plan ●Establishing and maintaining procedures for receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters and for the confidential submission of employee reports regarding questionable accounting or auditing matters ●Considering policies with respect to risk assessment and risk management ●Reviewing and approving, as appropriate, related party transactions

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Bernard Fried (I) Chairman of the Committee Committee members Worthing F. Jackman (I) Margaret B. Shannon (I) Meetings During 2018:6

●Reviewing, approving and overseeing the administration of Quanta’s incentive compensation plans, including the issuance of awards pursuant to equity-based incentive plans ●Evaluating the Chief Executive Officer’s performance annually in light of Quanta’s compensation goals and objectives and determining the Chief Executive Officer’s compensation based on this evaluation ●Reviewing and approving all compensation of other executive officers of Quanta and reviewing the Chief Executive Officer’s recommendations with respect to compensation of leadership personnel at Quanta’s key operating units and subsidiaries ●Reviewing and approving executive officer employment agreements and other compensation arrangements ●Reviewing the relationships between risk management policies and practices and compensation, including whether compensation arrangements encourage excessive risk-taking ●Considering the results of the most recent stockholder advisory vote on the compensation of Quanta’s NEOs

Margaret B. Shannon (I) Chairman of the Committee Committee members Doyle N. Beneby (I) J. Michal Conaway (I) Pat Wood, III (I) Meetings During 2018:4

●Developing, recommending and periodically reviewing corporate governance principles applicable to the Board and Quanta ●Establishing qualifications for membership on the Board and its committees and evaluating the structure of the Board ●Making recommendations to the Board regarding persons to be nominated for election or re-election to the Board and appointment of directors to Board committees ●Evaluating policies regarding the recruitment of directors ●Making recommendations to the Board regarding persons proposed by the Chief Executive Officer to be elected as executive officers of Quanta ●Supporting the Board’s Chief Executive Officer succession planning and talent development for succession candidates ●Periodically reviewing the processes for succession planning and talent development of Quanta’s executive officers and the leadership personnel at Quanta’s key operating units and subsidiaries ●Periodically reviewing Quanta’s enterprise risk management processes ●Periodically reviewing and discussing with management environmental, social and governance matters, and Quanta’s public reporting on corporate responsibility and sustainability ●Making recommendations to the Board regarding compensation and benefits for non-employee directors

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TableJ. Michal Conaway (I) Chairman of Contentsthe Committee EXECUTIVE OFFICERSCommittee members Doyle N. Beneby (I) Vincent D. Foster (I) Pat Wood, III (I) Nicholas M. GrindstaffMeetings During 2018:has served as7

●Considering and approving certain acquisitions, investments and dispositions by Quanta, including the terms, transaction structure, and consideration involved ●Evaluating certain capital expenditures by Quanta ●Monitoring ongoing activities in connection with certain investments and acquisitions ●Tracking certain completed acquisitions and investments ●Conducting a qualitative and quantitative review of certain historical transactions ●Assessing policies regarding transactions that hedge certain commodity, interest rate, currency and other business risks

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee served as an employee or officer of Quanta or any of its subsidiaries during 2018, was formerly an officer of Quanta or any of its subsidiaries, or had any relationship with Quanta requiring disclosure herein as a related party transaction. Additionally, no executive officers served on the compensation committee or as a director of another company, one of whose executive officers served on Quanta’s Compensation Committee or as a director of Quanta.

Code of Ethics and Business Conduct

The Board has adopted a Code of Ethics and Business Conduct that applies to all directors, officers and employees of Quanta and its subsidiaries, including the principal executive officer, principal financial officer and principal accounting officer or controller. The Code of Ethics and Business Conduct is posted in theInvestors & Media / Governance section of our website atwww.quantaservices.com. We intend to post at the above location on our website any amendments or waivers to the Code of Ethics and Business Conduct that are required to be disclosed pursuant to Item 5.05 of Form 8-K.

Engagement and Communications with the Board

The Board believes that effective corporate governance includes constructive conversations and the development of long-term relationships with our stockholders. We value such engagement and believe it is important to address any questions or concerns on Company policies and practices. We also review and analyze the voting results and feedback from our annual meetings to identify any topics of interest or concern.

Members of our management have historically engaged in extensive investor outreach on a variety of financial and operational topics, including long-term strategy, capital allocation priorities and industry dynamics. In a given year, we have numerous interactions with stockholders and members of the investment community on these matters and host or participate in various investor conferences and events. Since our last annual meeting, we have also launched an annual

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stockholder engagement program focused on governance and compensation related topics, including board structure and oversight of strategy and risk, executive compensation, equity incentive compensation grant practices and corporate responsibility and sustainability. Our engagement team includes members of senior management, and when requested, independent directors or subject matter experts, and seeks to identify and address any areas of concern. During 2018 and early 2019, in connection with this new program, we contacted stockholders representing approximately 40% of our outstanding Common Stock as of December 31, 2018.

Management and the Board received and reviewed valuable feedback on several topics, certain of which helped inform subsequent discussions regarding our governance and compensation practices. For example, coinciding with our stockholder engagement program, we established a corporate responsibility and sustainability committee comprised of senior management personnel and subject matter experts and utilized feedback from the engagement program to help formulate our initiatives in this area.

Stockholders and other interested parties may communicate with one or more of our directors, including our non-management directors or independent directors as a group, a committee or the full Board by writing to Corporate Secretary, Quanta Services, Inc., 2800 Post Oak Blvd., Suite 2600, Houston, Texas 77056. All communications will be reviewed by the Corporate Secretary and forwarded to one or more of our directors, as appropriate.

Identifying and Evaluating Nominees for Director

The Governance and Nominating Committee regularly evaluates the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. If any vacancies are anticipated or arise, the Governance and Nominating Committee will consider director candidates suggested by incumbent directors, management, third-party search firms and others. The Governance and Nominating Committee will also consider director nominations by stockholders that are made in compliance with our bylaws. All applications, recommendations or proposed nominations for Board membership received by Quanta will be referred to the Governance and Nominating Committee. The manner in which the qualifications of a nominee are evaluated does not differ if the nominee is recommended by a stockholder.

The Governance and Nominating Committee has the authority to retain, at Quanta’s expense, a third-party search firm to help identify and facilitate the screening and interview process of potential director nominees. Once a potential director nominee is identified or recommended, the committee makes an initial determination as to whether to conduct a full evaluation based on, among other things, the information provided with the recommendation, the committee’s own knowledge of the candidate, supplemental inquiries to the recommending person or others, or a background check. If the committee determines to further pursue the candidate, the candidate is evaluated based on the qualifications described below.

The Governance and Nominating Committee also considers other relevant factors it deems appropriate, including the current composition of the Board (including its diversity in experience, background, gender and ethnicity), the balance of management and independent directors, the need for a certain Board committee expertise, and the candidate’s activities unrelated to Quanta, including service as a director on the boards of other public companies. After this evaluation, the committee determines whether to interview the candidate and may ask the candidate to meet with members of Quanta’s management or other Board members. After completing its evaluation, if the committee believes the candidate would be a valuable addition to the Board, it will recommend to the Board the candidate’s nomination for appointment or election as a director.

The Board values diversity in its broadest sense. The Board endeavors to have a group of directors representing diverse experience at policy-making levels that may come from business, government, education, technology and non-profit organizations, with expertise in areas that are relevant to Quanta’s activities, and who have demonstrated leadership skills in the organizations with which they are or have been affiliated. The Board also endeavors to have a group of directors that have diversity of tenure, which ensures a proper balance between Board refreshment and director continuity. The Board also believes that its directors should have diverse backgrounds, including with respect to gender, ethnicity and geography. The Board, in connection with its most recent director candidate searches, took deliberate steps to identify and appoint qualified, diverse candidates. Our Board is pleased with the progress made to date in connection with its diversity objectives, and intends to continue to focus on identifying qualified, diverse director candidates.

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Director Qualifications

Our Corporate Governance Guidelines contain Board membership qualifications that the Governance and Nominating Committee considers in selecting nominees for our Board. The guidelines state that members of the Board should possess the highest standards of personal and professional ethics, integrity and values, and be committed to representing the long-term interests of our stockholders, and must have an inquisitive and objective perspective, practical wisdom, mature judgment, the willingness to speak their mind and the ability to challenge and stimulate management in a constructive manner. They also provide that Board members should collectively have diverse experience at policy-making levels of different types of organizations and individually have experience in areas that are relevant to Quanta’s business and demonstrated leadership skills in the organizations with which they are or have been affiliated. The Board wants its members to represent a broad range of viewpoints and backgrounds, and our Corporate Governance Guidelines expressly mention seeking candidates who would add gender and ethnic diversity to our Board.

Members of the Board must also be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serve for an extended period of time. As such, a Board member should not serve on more than three additional public company boards, and a Board member that is a chief executive officer (or equivalent position) with another public company should not serve on more than one public company board in addition to Quanta’s Board and their own company board. Board members will not be nominated for election to the Board if the election would occur after their 73rd birthday; however, the full Board may make exceptions in special circumstances.

Director Compensation

The Governance and Nominating Committee has the responsibility of recommending to the Board compensation and benefits for non-employee directors. The committee is guided by certain director compensation principles set forth in our Corporate Governance Guidelines.

Director Compensation Program Review

During 2016 and 2018, the Governance and Nominating Committee retained a compensation consultant to, among other things, review and provide observations and recommendations regarding Quanta’s non-employee director compensation and highlight relevant trends in director compensation. The consultants examined director compensation data for a group of peer companies, as well as director compensation survey data, and presented their findings and observations to the Governance and Nominating Committee.

After reviewing the information presented in 2016 and upon recommendation by the Governance and Nominating Committee, the Board approved the non-employee director compensation program set forth below, which it believes aligns with competitive peer group practices. After review of the information presented in 2018, the Governance and Nominating Committee recommended no changes to the non-employee director compensation program.

Current Director Compensation

At every annual meeting of stockholders at which a non-employee director is elected or re-elected, each such director receives (i) an annual award of restricted stock units (“RSUs”) having a value of $150,000 and (ii) the annual cash retainer(s) set forth below for board membership, committee membership, and board/committee leadership to which such non-employee director is appointed:

Upon initial appointment to the Board other than at an annual meeting of stockholders, each non-employee director receives (for the period from the appointment through the end of the current director service year) a pro rata portion of the equity award and applicable cash amounts.

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Our non-employee Chairman of the Board receives additional annual compensation in the amount of $180,000, of which 50% is payable in cash and 50% is payable in RSUs. Upon the initial appointment of a non-employee Chairman of the Board, other than immediately following the annual meeting of stockholders, such director receives (for the period from the appointment through the end of the current director service year) a pro rata portion of the additional annual compensation.

Unless the non-employee director’s Board service is terminated earlier, RSUs generally vest upon conclusion of the director service year. Subject to the terms of applicable award agreements, unvested RSUs held by (i) any non-employee director who is not nominated for or elected to a new term, including for example, due to a reduction in the size of the Board, age precluding a re-nomination, the identification of a new nominee, or the desire to retire at the end of a term, or (ii) any non-employee director who resigns at Quanta’s convenience, including any resignation resulting from the non-employee director’s failure to receive a majority of the votes cast in an election for directors as required by Quanta’s bylaws, vest in full on the earlier of (a) the following May 28^th, coinciding with the conclusion of the director service year, or (b) the date of such non-employee director’s termination of service. RSUs are generally settled in shares of Quanta common stock, $0.00001 par value (“Common Stock”), provided that a non-employee director may elect to settle up to 50% of any award in cash if he or she is in compliance with Quanta’s stock ownership guidelines as of the date of settlement and is expected to remain in compliance immediately following settlement.

Generally, meeting fees are not paid. However, in order to compensate for the time required to accommodate extraordinary meeting activity, each non-employee director receives a fee for attendance at the tenth and any subsequent Board meeting or the tenth and any subsequent committee meeting, in each case during a single director service year, as follows: $2,000 for attendance at an in-person board meeting; $1,000 for participation at a telephonic board meeting; $1,000 for attendance at an in-person committee meeting; and $500 for participation at a telephonic committee meeting.

Directors are also reimbursed for reasonable out-of-pocket expenses incurred to attend meetings of the Board or the committees thereof, and for other expenses reasonably incurred in their capacity as directors of Quanta. Directors who are also employees of Quanta or any of its subsidiaries do not receive additional compensation for serving as directors. Currently, eight non-employee director nominees are standing for election at the annual meeting. As an executive officer of Quanta, Mr. Austin received no compensation for his service as a director of Quanta.

Annual Limit on Non-Employee Director Compensation

The Quanta Services, Inc. 2011 Omnibus Plan contains an annual limit on non-employee director compensation, inclusive of all cash compensation and any awards under the 2011 Omnibus Plan that may be paid to a non-employee director for service during any calendar year. The maximum limit is $400,000, except that for any non-employee director who is serving as Chairman of the Board or Lead Director of the Board or any non-employee director who is serving in his or her first calendar year on the Board, such compensation is capped at 200% of such amount.

The aggregate compensation limit applicable to awards under the 2019 Omnibus Plan (as defined below) and all other compensation payable to non-employee directors will be $500,000 per year, provided that a newly elected director or a director serving as Chairman of the Board or Lead Director may receive up to $250,000 more than such amount. If approved by the stockholders during the Annual Meeting, the 2019 Omnibus Plan will replace the 2011 Omnibus Plan.

Deferred Compensation Plan for Non-Employee Directors

Non-employee directors are eligible to participate in a deferred compensation plan maintained by Quanta. No later than December 31 of each year, each non-employee director may voluntarily elect to defer all or a portion (in 5% increments) of his or her annual cash retainers, including but not limited to, compensation for board membership, committee membership and board/committee leadership, and RSUs to be earned with respect to services performed in the following year. Deferral elections are irrevocable and if no deferral election is made, no compensation is deferred.

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Deferred cash amounts are allocated to a separate recordkeeping account maintained for the non-employee director that reflects the amounts deferred and any earnings (positive or negative). The account is credited with returns according to the performance of certain deemed investment choices selected by the non-employee director from time to time. However, Quanta has no obligation to provide any deemed investment choice other than a default investment option selected by the Compensation Committee. The interest rate earned on the deferred cash amounts is not above-market or preferential. Deferred RSUs are recorded in an account maintained for the non-employee director that reflects the number of shares deferred. In general, deferred compensation is distributed to the non-employee director (or his or her beneficiary) upon the director leaving the Board or at a date elected in advance by the director. Additionally, deferred amounts can be distributed upon certain unforeseen emergencies suffered by the non-employee director or upon a change in control of Quanta.

Messrs. Foster, Fried and Jackman elected to defer all or a portion of their cash compensation and/or RSU awards during 2018.

Stock Ownership Guidelines for Non-Employee Directors

Non-employee directors are required to hold stock with a value equivalent to five times the annual cash retainer for Board membership (excluding the annual cash retainer for committee membership or any supplement for serving as a committee chairman or as chairman of the Board). Non-employee directors have five years from the fiscal year-end following initial election to the Board to accumulate the stock ownership prescribed by the guidelines. As of December 31, 2018, all non-employee directors were in compliance with the requirements of the stock ownership guidelines by exceeding the prescribed ownership level.

2018 Director Compensation Table

The following table sets forth the compensation for each non-employee director during the 2018 fiscal year.

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The current executive officers of Quanta are as follows:

Earl C. (Duke) Austin, Jr.For a description of the business background of Mr. Austin, seeQuanta Board of Directors – Director Nomineesabove.

Paul C. Gregoryhas served as our Chief Strategy Officer and President – Pipeline and Industrial Division sinceJanuary 2017. He previously provided consulting services to Quanta from 2014 until December 2016, focusing on Quanta’s pipeline and industrial services operations, corporate strategy and mergers and acquisitions activity, and served as an executive of a private operating company with oil and gas interests. Mr. Gregory also previously served as President and Chief Executive Officer of Gregory & Cook Construction, Inc., a pipeline and related infrastructure construction company, from 1998 until 2008. Mr. Gregory holds a Bachelor of Business Administration degree in Finance and a Master of Business Administration degree.

Derrick A. Jensenhas served as our Chief Financial Officer since May 2012. He previously served as our Senior Vice President – Finance, Administration and as Chief Accounting Officer from March 2011 to May 2012, as our Vice President and Chief Accounting Officer from March 1999 to March 2011 and as our Controller from December 1997 until March 2009. Prior to joining Quanta, he served as a manager for the public accounting firm of Arthur Andersen LLP. Mr. Jensen holds a Bachelor of Business Administration degree in Accounting and became a Certified Public Accountant in the State of Texas in 1997.

Redgie Probsthas served as our President – Electric Power Division since March 2019. He previously served as our Senior Vice President – Electric Power from May 2018 to March 2019 and as Regional Vice President – Electric Power from June 2016 until May 2018. He also previously served as President and Chief Executive Officer of Probst Electric Inc. and Summit Line Construction, Inc., electric specialty contracting companies that he founded in 2004 and 2008, respectively, and that were acquired by Quanta in November 2013. His responsibilities in those positions included oversight of business strategy and operations matters.

Jesse E. Morrishas served as our Executive Vice President – Finance since August 2018 and has served as our President – Infrastructure Solutions since March 2018. He previously served as our Executive Vice President – Corporate Development from January 2014 to August 2018. He also previously served in various financial and accounting positions of increasing responsibility with Sysco Corporation from 2002 through December 2013, including as Vice President and Chief Financial Officer – Foodservice Operations and Vice President of Finance and Chief Financial Officer – Broadline Operations. His responsibilities in those positions included the oversight of financial and accounting matters for field operations and corporate financial planning and analysis matters. Mr. Morris holds a Bachelor of Business Administration degree in Finance and Accounting and a Masters in Professional Accounting degree.

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Executive Officers

Donald C. Waynehas served as our Executive Vice President and General Counsel since May 2017. He previously served as Senior Vice President, General Counsel and Corporate Secretary of Archrock, Inc., a publicly traded provider of natural gas compression and related products and services, from November 2015 through May 2017, and in similar roles for its predecessor companies, Exterran Holdings, Inc. and Universal Compression Holdings, Inc., from August 2006 through November 2015. Mr. Wayne also served, from August 2006 through May 2017, as Senior Vice President and General Counsel of Archrock GP LLC and in similar roles for the other managing general partners of Archrock Partners, L.P. and its predecessor entities, each a publicly traded master limited partnership, and as a director of Archrock GP LLC from November 2015 through May 2017. Mr. Wayne also previously served as Vice President and General Counsel of U.S. Concrete, Inc., a publicly traded provider of ready-mixed concrete and related products and services, from 1999 to 2006. Prior to joining U.S. Concrete, Inc., he served as an attorney with the law firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P. Mr. Wayne holds a Bachelor of Arts degree, a Master of Business Administration degree and a Juris Doctor degree.

Jerry K. Lemonhas served as our Chief Accounting Officer since May 2017 and previously served as our Vice President – Accounting from March 2018 to May 2017. Prior to joining Quanta, he served as Senior Vice President and Chief Financial Officer of the Energy, Infrastructure and Industrial Construction operating unit of AECOM, a publicly traded global infrastructure company, from October 2014 to November 2016, and as Senior Vice President and Chief Financial Officer of the Energy & Construction Division of URS Corporation, a publicly traded global engineering and construction services company, from November 2007 to October 2014. In both positions, he had primary responsibility for the financial and accounting functions of the unit or division. He also previously served as Senior Vice President and Controller of Washington Group International, Inc., a publicly traded engineering and construction company, from October 2003 until November 2007, where he managed the company’s financial reporting function, and as a partner for the public accounting firms of KPMG LLP and Arthur Andersen LLP. Mr. Lemon holds a Bachelor of Science degree in Accounting and is a Certified Public Accountant.

Nicholas M. Grindstaff has served as our Vice President – Finance since May 2011 and our Treasurer since October 1999. He previously served in other roles with Quanta, including as a Vice President from March 2010 to May 2011 and as Assistant Treasurer from March 1999 until September 1999. He also previously served as Assistant Treasurer for American Residential Services, a consolidator of HVAC, plumbing and electrical services industries, from 1996 to 1999 and in various financial roles with IBM Corporation from 1989 to 1996. Mr. Grindstaff holds a Master of Science degree in Accounting.

Dorothy Uppermanhas served as our Vice President – Tax since October 2014. She previously served in various tax management roles with Wal-Mart Stores, Inc., including Sr. Director, Income Tax from 2008 to October 2014 and Director of Federal Audits & SOX Controls from 2007 to 2008. From 1998 to 2004, Ms. Upperman held various positions with Ernst & Young, LLP, most recently serving as Sr. Manager. Ms. Upperman holds a Bachelor of Business Administration degree in Accounting and is a Certified Public Accountant.

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Compensation Committee Report

We have reviewed and discussed the following Compensation Discussion and Analysis with management. Based on our review and discussions with management, we have recommended to Quanta’s Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

This report is furnished by the Compensation Committee of the Board of Directors.

Bernard Fried, Chairman
Worthing F. Jackman
Margaret B. Shannon

Executive Summary

This Compensation Discussion and Analysis describes Quanta’s executive compensation program for 2018. We use this program to attract, motivate and retain the employees who lead our Company. In particular, this section explains how the Compensation Committee made its compensation decisions for our NEOs for 2018 Proxy Statement15

Table of Contents

 COMPENSATION DISCUSSION & ANALYSIS

COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the following Compensation Discussion and Analysis with management. Based on our review and discussions with management, we have recommended to Quanta’s Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

This report is furnished by the Compensation Committee of the Board of Directors.

EXECUTIVE SUMMARY

This Compensation Discussion and Analysis describes Quanta’s executive compensation program for 2017. We use this program to attract, motivate and retain the employees who lead our Company. In particular, this section explains how the Compensation Committee made its compensation decisions for our named executive officers, or NEOs, for 2017 and describes how this compensation fits within the Compensation Committee’s guiding principles for NEO compensation.

Named Executive Officers Our NEOs for 2018 include five executive officers: Name Current Position(s) with Quanta Our NEOs for 2017 include five executive officers: Name Current Position(s) with Quanta Earl C. (Duke) Austin, Jr. President, Chief Executive Officer and Chief Operating Officer Paul C. Gregory Chief Strategy Officer and President – Pipeline and Industrial Division Derrick A. Jensen Chief Financial Officer Donald C. Wayne Executive Vice President and General Counsel Jesse E. Morris Executive Vice President – Finance and President – Infrastructure Solutions Earl C. (Duke) Austin, Jr.      President, Chief Executive Officer and Chief Operating Officer Paul C. Gregory Chief Strategy Officer and President – Oil and Gas Division Derrick A. Jensen Chief Financial Officer Donald C. Wayne Executive Vice President and General Counsel Jesse E. Morris President – Infrastructure Solutions and Executive Vice President – Corporate Development 2019 Proxy Statement 19 2017 Overall Compensation Decisions and Business Highlights Overall, the Compensation Committee believes that the total compensation paid to Quanta’s NEOs in 2017 is reasonable and appropriate. With respect to the base salaries and long-term equity incentive awards for 2017, in connection with its annual review process the Compensation Committee approved increases for certain NEOs in order to reward strong individual performance during 2016 and better align that portion of compensation with executives holding similar positions and having similar responsibilities at companies in our peer group. The Compensation Committee also approved increases in the portion of target long-term equity incentive awards subject to a 3-year performance period in order to align such awards with stockholder value creation and the Company’s strategic initiatives. Specifically, the Compensation Committee increased the percentage of the target equity awards granted in the form of performance units subject to performance conditions to 70% for Mr. Austin and 60% for the other NEOs, with the remaining 30% or 40% of the target amount granted in the form of RSUs that vest over a 3-year period. With respect to annual cash incentive awards for 2017, the overall level of Company financial and operational performance was above the target level established, resulting in total cash compensation paid to the NEOs that was above target total cash compensation. In 2017, Table of Contents Compensation Discussion & Analysis 2018 Overall Compensation Decisions and Business Highlights Overall, the Compensation Committee believes that the total compensation paid to Quanta’s NEOs in 2018 was reasonable and appropriate. 2018 Company Performance and Annual Incentive Plan With respect to annual cash incentive awards in 2018, Quanta achieved strong financial results and significant improvement as compared to prior years, which was reflected in our annual incentive plan results. 2018 Company Performance 2018 Annual Incentive Plan Results ●AIP Adjusted EBITDA: Exceeded maximum goal of $871 million, resulting in a 200% of target payout for that metric ●AIP Adjusted EBITDA Margin: Exceeded threshold goal of 7.7%, resulting in a 37% of target payout for that metric ●Safety: 180% of target performance for that metric ●Total: Resulted in a total payout at 163.4% of target 18% Revenues Record annual consolidated revenues of approximately $11.2 billion, an 18% increase as compared to 2016, including: ● record annual consolidated revenues of $9.47 billion, a 24% increase from 2016; ● increased consolidated earnings before interest, taxes, depreciation, amortization and equity in (earnings) losses of unconsolidated affiliates (“EBITDA”); 162018 Proxy Statement Table of Contents COMPENSATION DISCUSSION & ANALYSIS ● improved operating income margins for our electric power infrastructure services segment; and ● record twelve-month backlog of $6.4 billion and total backlog of $11.2 billion at year-end 2017 increases of 10% and 15%, respectively, from year-end 2016. 20% Consolidated Operating Margin Improvement Importantly, Quanta was able20% improvement in consolidated operating margin as compared to accomplish this growth safely, reducing our2017, and third consecutive year of improved operating margin for electric power infrastructure services segment Strong Safety Results Reduced total recordable incident rate and total lost time incident rate as compared to 2017, despite a greater number of employees and exposure hours in 2017, and keeping both rates markedly better than industry averages. Quanta also completed several strategic initiatives during 2018 that are expected to position the Company for continued successful financial performance and growth in the medium and long term, including: ● Continued Stock Repurchases. Repurchased approximately 13.9 million shares of Quanta Common Stock for $451.3 million during 2018, increasing total repurchases from May 2014 through March 2019 to approximately 87.3 million shares (or approximately 41% of the outstanding shares of common stock as of the beginning of those repurchases). ● Initial Cash Dividend. Declared an initial quarterly dividend in December 2018 that was paid in the first quarter of 2019. ● Base Business Growth. Achieved double-digit growth of repeatable and sustainable business within our operations. ● Established Industrial Services. Solidified our position in the industrial services market with a successful full-year of performance by our Stronghold operating unit, which was acquired in the second half of 2017. ● Service Line Expansions. Expanded our communications and gas distribution operations through organic growth. ● Workforce Investment. Continued our investment in craft skilled labor and safety, including through the acquisition of Northwest Lineman College, an industry-leading educational and training institution. ● Expanded Credit Facility. Increased our liquidity and financial flexibility by adding $175 million to our senior secured revolving credit facility and entering into a new $600 million senior secured term loan facility. 3-Year Performance Period Completed in 2018 Quanta’s recent performance, driven by strategic initiatives and improved return on invested capital, has resulted in profitable growth and stock price appreciation. REVENUES OPERATING INCOME DILUTED EPS STOCK PRICE $11.2billion $540.3million $1.90/share $30.10 (FY 2018) (FY 2018) (FY 2018) (as of 12/31/18) Compound Annual Growth Rate $7.6 billion (FY 2015) $237.5 million (FY 2015) $0.62/share (FY 2015) $20.25 (as of 12/31/15) 20        Table of Contents Compensation Discussion & Analysis As described in further detail inResults for the 3-Year Performance Period Ended December 31, 2018below, pre-tax income contributions from identified strategic initiatives exceeded the maximum goal of $269 million and return on invested capital performance exceeded the target goal of 8.78%, which resulted in a weighted percentage achievement of 154.1% with respect to the 3-year performance period ending December 31, 2018 under our 2016 long-term plan. 2018 Base Salary and Target Incentives In connection with its annual review process, the Compensation Committee decided that base salaries and target incentive amounts under the long-term equity incentive plan for Mr. Austin and three NEOs would remain the same and approved a base salary and long-term equity incentive target amount increase for one NEO based on performance and to better align that portion of compensation with executives holding similar positions and having similar responsibilities at companies in our peer group. The Compensation Committee decided that the percentage of the NEOs’ target equity incentive amounts subject to financial performance conditions and relative total stockholder return over a 3-year period would remain the same for 2018 (namely, 70% for Mr. Austin and 60% for the other NEOs), with the remaining amounts awarded in the form of RSUs that vest over a 3-year period. Say-on-Pay Vote and Executive Compensation Changes After a comprehensive review of Quanta’s executive compensation program, the Compensation Committee implemented certain changes beginning in 2017, which are described below. Those changes were designed to increase the percentage of compensation tied to measurable performance, align compensation with the Company’s short-term and long-term business objectives and support long-term stockholder value. 2016 2017 / 2018 Annual Incentive Plan Performance metrics included: (i) adjusted organic earnings per share growth and (ii) organizational performance objectives related to safety, talent development and property Performance metrics included: (i) AIP Adjusted EBITDA (ii) AIP Adjusted EBITDA margin and (iii) safety performance based on quantifiable industry safety metrics Performance Component of Long-Term Incentive Plan For CEO: ●55% performance-based ●45% time-based For CEO: ●70% performance-based ●30% time-based For other NEOs: ●50% performance-based ●50% time-based For other NEOs: ●60% performance-based ●40% time-based Performance metrics included: ●return on invested capital ●completion of identified strategic initiatives during 2017(measured in pre-tax income) Performance metrics include: ●return on invested capital, ●property and equipment utilization (i.e., capital efficiency) ●relative total stockholder return At Quanta’s 2018 annual meeting of stockholders, over 98% of our stockholders voting on the “say-on-pay” proposal approved the compensation of our NEOs as described in our 2018 proxy statement. Accordingly, the Compensation Committee did not implement any changes to our executive compensation program as a result of the advisory vote. However, as a key objective of our stockholder engagement program in late 2018 and early 2019, members of senior management and the Board solicited feedback from stockholders on our executive compensation program that was relayed directly to the full Board to be considered when evaluating opportunities to further enhance our executive compensation programs and practices in future years. Additionally, the Compensation Committee continues to monitor trends and developments to ensure that Quanta provides the appropriate executive compensation incentives to remain competitively positioned to attract and retain executive talent and to ensure that management’s interests are aligned with our stockholders’ interests to support long-term value creation, while not encouraging excessive risk-taking. 2019 Proxy Statement 21 Table of Contents Compensation Discussion & Analysis How Our Performance is Linked to Pay Quanta’s NEO compensation is primarily comprised of base salary, annual cash incentives and long-term equity incentives. Our compensation philosophy links executive compensation to both individual and Company performance. Base salaries are generally set based upon, among other things, the median of our competitive market, the nature of the position and the contribution, experience, level of responsibility and length of service of the NEO. Target annual incentives generally reflect competitive market levels and practices, with upside opportunity for performance above target levels. Target award levels are designed to achieve total cash compensation at the market median when we achieve our performance goals and above market median when we exceed our performance goals. Performance measures are chosen to align the interests of executives with stockholders, as discussed in further detail inExecutive Compensation Decisions for 2018 – Annual Incentive Plan. Finally, long-term incentives, typically paid in equity awards, are designed to focus executives on the long-term financial performance of the Company and successful capital allocation strategies, as discussed in further detail inExecutive Compensation Decisions for 2018 – Long-Term Incentive Plan. 2018 TARGET COMPENSATION MIX The Compensation Committee desires to provide target total direct compensation for each NEO that approximates the median for comparable officers in our peer group. Additionally, the Compensation Committee believes that a significant portion of the target compensation of the NEOs should be at risk. The short-term cash incentive awards and long-term equity incentive awards to our NEOs were “at risk” compensation, meaning those awards are either variable based on the level of performance compared to our incentive targets or peer group performance or are subject to continued employment and stock price performance during a 3-year vesting period. Further, equity-based incentive awards under our 2018 long-term incentive plan represented a substantial portion of each NEO’s compensation as a percentage of total direct compensation and a significant portion of such equity-based incentive awards (70% with respect to the CEO and 60% with respect to the other NEOs) are subject to measurable company performance over a 3-year performance period. Equity-based awards play an important role in our compensation program because they provide incentives for the creation of stockholder value and promote executive retention and an ownership culture. 2018 LONG-TERM INCENTIVE PLAN EQUITY MIX 22        Table of Contents Compensation Discussion & Analysis Good Governance and Best Practices We are committed to strong governance standards that ensure our executive compensation programs are closely aligned with the interests of our stockholders, as evidenced by the policies and practices described below. ● Stock Ownership Guidelines.We maintain meaningful stock ownership guidelines that are expected to position the Company for continued successfulfinancial performance and growth in the medium and long term, including: ● expanded service offerings into the downstream industrial services market through the acquisition of an industry-leading provider; ● formed an investment partnership structure with select investors that provides up to $1.0 billion of capital, including approximately $80 million from Quanta, available to invest in certain infrastructure projects through 2024; ● continued investment in workforce development programs, including through expansion of our state-of-the-art training facility and a partnership with a local university to recruit and train employees; and ● grew the Company’s engineering, procurement and construction (EPC) services business, exemplified by securing an EPC contract for the largest electric transmission project in Quanta’s history. Further, after repurchasing approximately one third ofalign our outstanding stock during the prior three years, Quanta repurchased an additional $50 million in stock during the fourth quarter of 2017 under a new $300 million stock repurchase program that management believes will help continue to return significant value to stockholders. Say-on-Pay Vote and Executive Compensation Changes At Quanta’s 2017 annual meeting of stockholders, approximately 93%executives’ long-term interests with those of our stockholders voting on the “say-on-pay” proposal approved the compensationand discourage excessive risk-taking. ● Clawback Policy.We include a clawback provision in each of our NEOsincentive compensation plans and recently adopted a standalone clawback policy, both of which permit our Board to recover from executive officers and key employees of Quanta and its subsidiaries cash or equity incentive compensation in certain circumstances involving a restatement of the Company’s financial statements. ● Anti-Pledging Policy.We maintain a policy that prohibits directors and executive officers from pledging Quanta securities as described in our 2017 proxy statement. Accordingly,collateral for a loan absent pre-clearance and demonstration of financial capacity to repay without resorting to the pledged securities. ● Anti-Hedging Policy.We maintain a policy that prohibits directors and executive officers from hedging the economic risk of ownership of Quanta Common Stock. ● Annual Review.Our Compensation Committee did not implement changes to our executivehas engaged its own independent compensation program as a result of the advisory vote. However, the Compensation Committee did implement certain changes to the performance metrics included in Quanta’s compensation program beginning in 2017 based on aconsultant, which performs an annual comprehensive reviewmarket analysis of our executive compensation program and pay levels. ● Annual Say-on-Pay Vote.We provide our stockholders with an annual opportunity to participate in an advisory vote on the goals of (i) increasing the percentage of incentive compensation that is subject to measurable company performance metrics, as set forth in Quanta’s guiding principles on executive compensation, and (ii) aligning the performance metrics for long-term equity compensation with the Company’s long-term strategic business plan. See“Changes to Executive Compensation Implemented for 2017”for additional information about these changes. The Compensation Committee continues to monitor trends and developments to ensure that Quanta provides the appropriate executive compensation incentives to remain competitively positioned to attract and retain executive talent and to ensure that management’s interests are aligned with our stockholders’ interests to support long-term value creation, while not encouraging excessive risk-taking. Good Governance and Best Practices We are committed to strong governance standards that ensure our executive compensation programs are closely aligned with the interests of our stockholders, as evidenced by the policies and practices described below. ● Stock Ownership Guidelines. We maintain meaningful stock ownership guidelines that align our executives’ long-term interests with those of our stockholders and discourage excessive risk-taking. ● Clawback Policy. We maintain a clawback policy that permits our Board to recover from our NEOs cash or equity incentive compensation in certain circumstances. ● Anti-Pledging Policy. We maintain a policy that prohibits directors and executive officers from pledging Quanta securities as collateral for a loan absent pre-clearance and demonstration of financial capacity to repay without resorting to the pledged securities. ● Anti-Hedging Policy. We maintain a policy that prohibits directors and executive officers from hedging the economic risk of ownership of Quanta Common Stock. ● Annual Review. Our Compensation Committee has engaged its own independent compensation consultant, which performs an annual comprehensive market analysis of our executive compensation programs and pay levels. ● Annual Say-on-Pay Vote. We provide our stockholders with an annual opportunity to participate in an advisory vote on the compensation of our NEOs. ● No Gross-Up. Our employment agreements with NEOs do not provide for gross-ups of excise taxes on severance or other payments in connection with a change of control. ● Performance-Based Compensation.NEOs. ● No Gross-Up.Our employment agreements with NEOs do not provide for gross-ups of excise taxes on severance or other payments in connection with a change of control. ● Performance-Based Compensation.The majority of the target compensation for our NEOs is subject to objective and measurablefinancial and operational performance metrics. 2018 Proxy Statement17 Table of Contents COMPENSATION DISCUSSION & ANALYSIS ● Performance Thresholds and Maximums. All performance-based awards require that our NEOs achieve a threshold level of performance to receive any award and provide for a maximum award in the event the established performance criteria is dramatically exceeded. ● Modest Perquisites.Our NEOs receive only a modest amount of perquisites, which are intended to promote wellness, provide convenience in light of the demands of their positions, assist them in serving necessary business purposes, and provide a competitive compensation package. How Our Performance is Linked to Pay Quanta’s NEO compensation is primarily comprised of base salary, annual incentives and long-term incentives. Our compensation philosophy links executive compensation to both individual and company performance. Base salaries are generally set based upon, among other things, the median of our competitive market, the nature of the position and the contribution, experience, level of responsibility and length of service of the NEO. Target annual incentives generally reflect competitive market levels and practices, with upside opportunity for performance above target levels. Target award levels are designed to achieve total cash compensation at the market median when we achieve our performance goals and above market median when we exceed our performance goals. Performance measures are chosen to align the interests of executives with stockholders, as discussed in further detail in “Executive Compensation Decisions for 2017 – Annual Incentive Plan.” Finally, long-term incentives, typically paid in equity awards, are designed to focus executives on the long-term financial performance of the company and successful capital allocation strategies, as discussed in further detail in “Executive Compensation Decisions for 2017 – Long-Term Incentive Plan.” 2017 Target Compensation Mix Mr. Austin Other NEOs (Total) The Compensation Committee desires to provide target total direct compensation for each NEO that approximates the median for comparable officers in our peer group. Additionally, the Compensation Committee believes that a significant portion of the target compensation of the NEOs should be at risk. The short-term cash incentive awards and long-term equity incentive awards tofor our NEOs were “at risk” compensation, meaning thoseis subject to objective and measurable financial and operational performance metrics. ● Performance Thresholds and Maximums.All performance-based awards are either variable based onrequire that the Company achieve a threshold level of performance comparedto receive any award and provide for a maximum award in the event the established performance criteria is dramatically exceeded. ● Modest Perquisites.Our NEOs receive a modest amount of perquisites, which are intended to promote wellness, provide convenience in light of the demands of their positions, assist them in serving necessary business purposes and provide a competitive compensation package. Compensation Philosophy Each member of the Compensation Committee is independent within the meaning of SEC regulations, the NYSE corporate governance listing standards and our Corporate Governance Guidelines. The Compensation Committee administers the compensation programs for all of our NEOs, and its guiding principles for NEO compensation are to: ● align NEO incentives with short-term and long-term stockholder value creation; ● attract, motivate and retain the best possible executive officer talent by maintaining competitive compensation programs; ● tie annual cash incentives to the achievement of measurable performance goals associated with strategies intended to differentiate Quanta from its peers; ● tie long-term equity incentives to the achievement of measurable performance goals linked to our incentive targets or peer group performance or are subject to continued employmentlong-term strategic plans; and stock price performance during a 3-year vesting period. Further, equity-based incentive awards under our 2017 long-term incentive plan represented a substantial portion of each NEO’s compensation as a percentage of total direct compensation. Equity-based awards play an important role in our compensation program because they provide incentives for the creation of stockholder value and ● promote executive retention and an ownership culture. COMPENSATION PHILOSOPHY AND PROCESS 2019 Proxy Statement 23 Table of Contents Compensation Discussion & Analysis Overview Each member of the Compensation Committee is independent within the meaning of SEC regulations, the NYSE corporate governance listing standards and our Corporate Governance Guidelines. The Compensation Committee administers the compensation programs for all of our NEOs, and its guiding principles for NEO compensation are to: Beginning in the first quarter of the fiscal year, the Compensation Committee determines the terms of our annual and long-term incentive plans and establishes the performance metrics that will be used in evaluating the performance of the NEOs under the plans. In addition, the Compensation Committee establishes prospective base salary rates and target incentive percentages and amounts for each NEO for the current annual and long-term performance periods. Following the end of the fiscal year, the Compensation Committee meets to discuss our prior year’s performance, evaluate the performance of our NEOs, and determine the amounts, if any, that will be awarded to each NEO under the incentive plans. ● align NEO incentives with short-term and long-term stockholder value creation; ● attract, motivate and retain the best possible executive officer talent by maintaining competitive compensation programs; 182018 Proxy Statement Table of Contents COMPENSATION DISCUSSION & ANALYSIS ● tie cash incentives to the achievement of measurable performance goals associated with strategies intended to differentiate Quanta from its peers; ● tie stock incentives to the achievement of measurable company goals linked to our long-term strategic plans; and ● promote an ownership culture. Beginning in the first quarter of the fiscal year, the Compensation Committee determines the terms of our annual and long-term incentive plans and establishes the performance metrics that will be used in evaluating the performance of the NEOs under the plans. In addition, the Compensation Committee establishes prospective base salary rates and target incentive percentages and amounts for each NEO for the current annual and long-term performance periods. Following the end of the fiscal year, the Compensation Committee meets to discuss our prior year’s performance, evaluate the performance of our NEOs, and determine the amounts, if any, that will be awarded to each NEO under the incentive plans. The Compensation Committee seeks to maintain the competitiveness of our executive compensation levels with those of our peers and competitors. The Compensation Committee considers various factors in determining overall compensation and each compensation component, including (i) the results of compensation benchmarking studies and changes in compensation practices of our competitors; (ii) economic and market conditions; (iii) changes in our business operations; (iv) the executive officer’s position, experience, length of service and performance; (v) company The Compensation Committee seeks to maintain the competitiveness of our executive compensation levels with those of our peers and competitors. The Compensation Committee considers various factors in determining overall compensation and each compensation component, including (i) the results of compensation benchmarking studies and changes in compensation practices of our competitors; (ii) economic and market conditions; (iii) changes in our business operations; (iv) the executive officer’s position, experience, length of service and performance; (v) Company performance; and (vi) the judgment of each member of the Compensation Committee based upon prior experiences with executive compensation matters. The influence of these factors on NEO compensation is discussed further below. Role of Compensation Consultant Elements of Executive Compensation The key components of our current compensation and benefits programs for our NEOs are summarized in the table below. Each component has a critical role in motivating and rewarding strong performance and retaining the NEOs who deliver such performance. The Compensation Committee considers each compensation component individually and all compensation components in the aggregate when making compensation decisions. Compensation Element Form of Compensation Performance / Payment Criteria Purpose The Compensation Committee Charter grantsBase Salary Cash Individual performance and experience in the role are factors To provide fixed compensation necessary to attract and retain key executives and to offset the cyclicality in our business that may impact variable pay Short-Term Incentive Cash Tied to the achievement of performance targets related to (i) AIP Adjusted EBITDA; (ii) AIP Adjusted EBITDA margin; and (iii) safety, in each case established by the Compensation Committee the authority To provide incentives to retain, at Quanta’s expense, compensation consultants, outside legal counsel and other advisors, and to approve their fees. These advisors report directly to the Compensation Committee. During 2017, in connection with approving prospective base salary rates and target incentives for certain executive officers, the Compensation Committee independently retained Deloitte Consulting to examine our executive compensation program and pay practices and the competitiveness of our executive compensation program relative to public company peer group data (the “Deloitte Benchmarking Study”). The Compensation Committee approved the following companies for the purpose of obtaining competitive data for the Deloitte Benchmarking Study: AECOM Granite Construction Incorporated Baker Hughes Incorporated Jacobs Engineering Group Inc. Chicago Bridge & Iron Company N.V. KBR, Inc. EMCOR Group, Inc. MasTec, Inc. Flowserve Corp. Oceaneering International, Inc. Fluor Corporation Tutor Perini Corporation FMC Technologies, Inc. (now TechnipFMC plc) Weatherford International plc These companies were chosen based on (i) market competition, including companies that compete with Quanta for customers, executive talent and investors, (ii) organization size, withfinancial characteristics such as revenues or market capitalization similar to those of Quanta, and (iii) industry, including companies in the heavy construction industry and companies that serve oil and gas or power transmission companies. The Compensation Committee may periodically update the companies in future compensation studies as a result of mergers, acquisitions, new publicly traded companies and other changes, using the criteria outlined above. Compensation studies assist the Compensation Committee in establishing the overall compensation practices that are consistent with our philosophy and guiding principles on executive compensation. Although these studies provide important data, the Compensation Committee uses such studies only as a point of reference and not as a determinative factor for structuring and determining the amount of our NEOs’ compensation. The Compensation Committee also exercises discretion in its use of these studies, and the studies do not supplant the significance of individual and company performance that the Compensation Committee considers when making compensation decisions. Management’s Role in the Compensation-Setting Process Our Chief Executive Officer plays an important role in setting the compensation of our NEOs (other than himself). Our Chief Executive Officer, after taking into account input from other members of management, makes recommendations to the Compensation Committee, but the Compensation Committee hasfinal authority and complete discretion in ultimately determining and setting NEO compensation plans, goals, incentive targets, salaries and cash and equity incentive awards. 2018 Proxy Statement19 Table of Contents COMPENSATION DISCUSSION & ANALYSIS At the beginning of each fiscal year, our Chief Executive Officer meets with the Compensation Committee to propose Quanta’s overallachieve annual financial and operational performance targets, for the incentive plans for the current annualwhich focus on profitable growth and long-term performance periods. The Compensation Committee reviews these performancesafe execution, and to reward achievement of those targets considering the appropriate range for potential payment and other factors, and adjusts them as it deems appropriate. The Compensation Committee then approves the performance targets for the current fiscal year’s incentive plans. FollowingLong-Term Incentive Performance Units Performance units cliff-vest at the end of a 3-year performance period and are tied to the fiscal year,achievement of performance targets related to return on invested capital, property and equipment utilization and total stockholder return relative to a peer group, in each case established by the Compensation Committee evaluatesfinancial and operational performance relative To create a strong incentive to the approvedachieve our long-term financial performance targets and strategic initiatives, which focus on efficient utilization of capital To align management and stockholder interests and to determineretain key executives RSUs RSUs vest over three years in equal annual installments To attract and retain key executives and to align executive and stockholder interests Retirement Benefits 401(k) Matching Non-Qualified Deferred Compensation Plan – To provide a competitive compensation package Perquisites Executive Physical Program Annual Perquisite Allowance CEO Aircraft Usage Identity Theft Protection and Monitoring – To maintain the payouts under our incentive plans, including the prior fiscal year’s incentive planshealth and any earnedsafety of executives, to provide a competitive compensation package and, vested awards associated with performance periods completed during the prior fiscal year. At the requestin certain cases, to optimize key executives’ time 24        Table of Contents Compensation Discussion & Analysis Executive Compensation Decisions for 2018 Base Salary Base salary is a critical element of NEO compensation because it provides a base level of monthly income that is consistent with competitive practices. Base salaries for NEOs are determined annually by the Compensation Committee during the first quarter of the fiscal year, taking into account such factors as competitive industry salaries (especially the salary practices of companies in our peer group described below inCompensation Process), a subjective assessment of the nature of the position, and the contribution, experience, level of responsibility and length of service of the NEO. The Compensation Committee, after taking into account, among other things, the results of a benchmarking study performed by its compensation consultant and a recommendation from Mr. Austin (other than with respect to himself), concluded to increase the base salary for one NEO due to performance during 2018 and to better align his base salary with those of executives with similar positions and responsibilities at companies in our peer group. Named Executive Officer Prior Base Salary Rate (through March 31, 2018) 2018 Base Salary Rate (effective April 1, 2018) Percentage Increase Mr. Austin                     $ 1,100,000                  $ 1,100,000      – Mr. Gregory $ 850,000 $ 850,000 – Mr. Jensen $ 660,000 $ 660,000 – Mr. Wayne $ 500,000 $ 550,000 10.0% Mr. Morris $ 480,930 $ 480,930 – Annual Incentive Plan Our annual incentive plan for senior leadership is designed to provide our NEOs with performance awards payable annually in recognition of Quanta achieving specified financial and safety performance targets, which are approved by the Compensation Committee at the beginning of the fiscal year. The Compensation Committee elects to pay such performance awards in cash. Awards for an eligible NEO that begins employment during the performance year will be pro-rated from the date of hire, unless otherwise determined by the Chief Executive Officer and with the approval of the Compensation Committee. Generally, an NEO must be employed by Quanta on the date any cash incentive compensation is paid, as he otherwise forfeits any and all rights to such compensation unless contractual provisions entitle the NEO to a full or pro-rated amount or otherwise determined by the Chief Executive Officer (other than with respect to himself) and with approval of the Compensation Committee. SeeExecutive Compensation – Potential Payments Upon Termination or Change in Control. The payout for each NEO under the annual incentive plan is calculated as a percentage of such NEO’s base salary (the “AIP Target Incentive”), which is then multiplied by the weighted achievement percentage associated with the Company performance metrics, as set forth in the following calculation: AIP Target Incentive Amount × Adjusted EBITDA Component (60%) × Achievement Percentage = Adjusted EBITDA Component Payout + × Adjusted EBITDA Margin Component (20%) × Achievement Percentage = Adjusted EBITDA Margin Component Payout + × Safety Performance Component (20%) × Achievement Percentage = Safety Performance Component Payout Total AIP Incentive Award Payout 2019 Proxy Statement 25 Table of Contents Compensation Discussion & Analysis The Compensation Committee, after taking into account, among other things, the results of a benchmarking study performed by its compensation consultant, recommendations from Mr. Austin (other than with respect to himself), each NEO’s position, experience, level of responsibility and length of service, established the following AIP Target Incentives for the 2018 performance year: Named Executive Officer Base Salary AIP Target Incentive (% of Base Salary) AIP Target Incentive (Amount) Mr. Austin      $ 1,100,000      120%               $ 1,320,000 Mr. Gregory $ 850,000 110% $ 935,000 Mr. Jensen $ 660,000 110% $ 726,000 Mr. Wayne $ 550,000 90% $ 495,000 Mr. Morris $ 480,930 100% $ 480,930 Adjusted EBITDA Component The EBITDA component of the annual incentive plan, which accounts for 60% of a participant’s annual incentive opportunity, is based on Quanta’s achievement of annual adjusted EBITDA, defined for purposes of the annual incentive plan as operating income,plusamortization, depreciation and stock based compensation,adjusted forinvestments in unconsolidated affiliates and other operational activities affecting net income that are not included in operating income (“AIP Adjusted EBITDA”). Additional adjustments to actual AIP Adjusted EBITDA may be considered and approved by the Compensation Committee, including but not limited to, asset impairments and other costs related to divested or discontinued businesses, foreign currency exchange rate fluctuations, acquired business results (net of acquisition and integration costs) and fair value changes of contingent consideration liabilities. Generally, short-term incentives motivate and reward achievement and performance in excess of Quanta’s annual financial and operational goals. The Compensation Committee believes this performance metric is a valuable measure of cash-based operating performance and encourages our NEOs to grow the Company’s business. Further, when combined with the margin-based performance metric discussed below, NEOs are encouraged to ensure that such growth is profitable and does not include excessive risk. Performance with respect to this component is measured by comparing actual AIP Adjusted EBITDA for the performance year to a target amount of AIP Adjusted EBITDA, which was established based on the amount of AIP Adjusted EBITDA correlated with the midpoint of the Company’s full-year 2018 earnings guidance, as announced during the first quarter of the year, and the Company’s 2018 business plan. The 2018 target amount of AIP Adjusted EBITDA represented an approximate 16% increase from actual AIP Adjusted EBITDA achieved in 2017. A payout begins to accrue only if actual AIP Adjusted EBITDA is greater than a threshold amount, and the payout under this component is subject to a maximum achievement percentage. Based upon the performance/payout scale adopted by the Compensation Committee for the 2018 performance year, NEOs could earn cash awards for this component of the annual incentive plan as follows (when performance falls between the designated payout points above the threshold amount, the cash awards are determined by interpolation): AIP Adjusted EBITDA (in millions) Percentage of Target AIP Adjusted EBITDA Obtained Achievement Percentage Less than $781      Less than 94.6%      0% $781 94.6% 25% $826 100% 100% $871 or greater 105.4% or greater 200% For the 2018 performance year, the Compensation Committee established a target AIP Adjusted EBITDA of $826.0 million. The Compensation Committee concluded that actual AIP Adjusted EBITDA for the performance year was $872.8 million, which represents approximately 106% of the target and an achievement percentage capped at 200%. For a reconciliation of AIP Adjusted EBITDA to operating income for the year ended 2018 determined in accordance with generally accepted accounting principles (“GAAP”), seeAppendix A to this Proxy Statement. 26        Table of Contents Compensation Discussion & Analysis The following table details the actual payouts associated with the AIP Adjusted EBITDA component: Named Executive Officer       Total AIP Target Incentive       AIP Adjusted EBITDA Component (Weighted %)       Achievement Percentage       AIP Adjusted EBITDA Component Incentive Award Earned Mr. Austin      $ 1,320,000                      60 %          200 %            $ 1,584,000 Mr. Gregory $ 935,000 60 % 200 % $ 1,122,000 Mr. Jensen $ 726,000 60 % 200 % $ 871,200 Mr. Wayne $ 495,000 60 % 200 % $ 594,000 Mr. Morris $ 480,930 60 % 200 % $ 577,116 Adjusted EBITDA Margin Component The adjusted EBITDA margin component of the annual incentive plan, which accounts for 20% of a participant’s annual incentive opportunity, is based on Quanta’s achievement of annual targeted margin performance on the AIP Adjusted EBITDA earned by the Company. Adjusted EBITDA margin is measured as AIP Adjusted EBITDA (as defined above),divided byconsolidated revenues (adjusted to exclude foreign currency exchange rate fluctuations and revenues attributable to businesses acquired during the performance year) (“AIP Adjusted EBITDA margin”). The Compensation Committee believes this performance metric is highly correlated with stockholder return and reinforces the Company’s focus on margin improvement and profitable growth, which complements the AIP Adjusted EBITDA metric described above by penalizing management for focusing solely on revenue growth. The Compensation Committee also believes this metric supports the return on invested capital component included in the long-term incentive plan described below. Performance with respect to this component is measured by actual AIP Adjusted EBITDA margin for the performance year as compared to a target margin, which was established based on the target amount of AIP Adjusted EBITDA set forth above and the midpoint of the Company’s full-year revenue guidance, announced during the first quarter of the year and determined in accordance with GAAP. The 2018 target AIP Adjusted EBITDA margin represented an approximate 8% increase from actual AIP Adjusted EBITDA margin achieved in 2017. A payout begins to accrue only if actual performance is greater than a threshold amount, and the payout under this component is subject to a maximum achievement percentage. Based upon the performance/payout scale adopted by the Compensation Committee for the 2018 performance year, NEOs could earn cash awards for this component of the annual incentive plan as follows (when performance falls between the designated payout points above the threshold amount, the cash awards are determined by interpolation): AIP Adjusted EBITDA Margin       Percentage of Target AIP Adjusted EBITDA Margin Obtained       Achievement Percentage Less than 7.7% Less than 92.8% 0 % 7.7% 92.8% 25 % 8.3% 100% 100 % 8.5% or greater                    102.6% or greater                         200 % For the 2018 performance year, the Compensation Committee established a target AIP Adjusted EBITDA margin of 8.3%. The Compensation Committee concluded that actual AIP Adjusted EBITDA margin for the performance year was 7.8%, which represents an achievement percentage of approximately 37%. For a reconciliation of adjusted consolidated revenues to consolidated revenues determined in accordance with GAAP and a calculation of AIP Adjusted EBITDA margin for the year ended 2018, seeAppendix A to this Proxy Statement. The following table details the actual payouts associated with the AIP Adjusted EBITDA margin component: Named Executive Officer       Total AIP Target Incentive       AIP Adjusted EBITDA Margin Component (Weighted %)       Achievement Percentage       AIP Adjusted EBITDA Margin Component Incentive Award Earned Mr. Austin     $ 1,320,000                     20 %           37 %                    $ 97,680 Mr. Gregory $ 935,000 20 % 37 % $ 69,190 Mr. Jensen $ 726,000 20 % 37 % $ 53,724 Mr. Wayne $ 495,000 20 % 37 % $ 36,630 Mr. Morris $ 480,930 20 % 37 % $ 35,589 2019 Proxy Statement 27 Table of Contents Compensation Discussion & Analysis Safety Performance Component The final component of the annual incentive plan, which accounts for the remaining 20% of a participant’s annual incentive opportunity, is based on the Company’s achievement of measurable safety performance goals. Generally, these goals align with the Company-wide commitment to safety and management’s expectation that the Company will achieve industry-leading safety performance. The Compensation Committee also believes that achievement of this goal has a significant positive impact on both short-term financial performance and the Company’s ability to increase its business with existing and potential customers by safely performing on its projects. Performance with respect to this component is measured by two metrics: (i) the Company’s consolidated total recordable incident rate (“TRIR”) for the performance year as compared to targeted TRIR, and (ii) the Company’s consolidated lost time injury rate (“LTIR”) for the performance year as compared to targeted LTIR. TRIR is defined as the number of work injuries in the performance year,multiplied by200,000, anddivided bythe Company’s total workhours for the performance year. LTIR is defined as the number of lost time injuries in the performance year,multiplied by200,000, anddivided bythe Company’s total workhours for the performance year. Target performance for both TRIR and LTIR were set based on improvement from prior year performance and targeted significantly better performance than industry averages. A payout begins to accrue with respect to both TRIR and LTIR only if actual results are better than threshold performance amounts. Specifically, the NEOs could earn cash awards for this component of the annual incentive plan as follows (when performance falls between the designated payout points, the cash awards are determined by interpolation): Performance Year TRIR       Achievement Percentage       Performance Year LTIR       Achievement Percentage 1.155 0% 0.27 50% 1.129 25% 0.25 100% 1.103 50% 1.050 100% 0.9975 150% While achievement with respect to either TRIR or LTIR can result in a payout, the overall maximum achievement percentage and payout for the safety performance component is limited to 200%. For the 2018 performance year, the Company’s consolidated TRIR was 1.03, resulting in an achievement percentage of 119% for that metric, and the Company’s consolidated LTIR was 0.22, resulting in an achievement percentage of 100% for that metric. However, based on the overall limit on achievement of 200% and the Compensation Committee’s review and concurrence with management’s assessment of the Company’s overall safety performance for the 2018 performance year, the Compensation Committee exercised negative discretion and determined that an achievement percentage of 180% was warranted. The following table details the target and actual payouts associated with the safety performance component for the 2018 performance year: Named Executive Officer       Total AIP Target Incentive       Safety Performance Component (Weighted %)       Achievement Percentage       Safety Performance Component Incentive Award Earned Mr. Austin      $ 1,320,000 20% 180%               $ 475,200 Mr. Gregory $ 935,000 20% 180% $ 336,600 Mr. Jensen $ 726,000 20% 180% $ 261,360 Mr. Wayne $ 495,000 20% 180% $ 178,200 Mr. Morris $ 480,930 20% 180% $ 173,135 Overall performance based on the results set forth above resulted in a total payout to each NEO under the 2018 annual incentive plan as follows: Named Executive Officer       Achievement Percentage       Total AIP Incentive Award Earned Mr. Austin 163.4%         $ 2,156,880 Mr. Gregory 163.4% $ 1,527,790 Mr. Jensen 163.4% $ 1,186,284 Mr. Wayne 163.4% $ 808,830 Mr. Morris 163.4% $ 785,840 28        Table of Contents Compensation Discussion & Analysis Long-Term Incentive Plan Our long-term incentive plan for senior leadership is designed to provide our NEOs with long-term incentive awards payable in equity. The targeted incentive amount for each NEO under the long-term incentive plan is determined annually by the Compensation Committee (the “Long-Term Target Incentive”). The Compensation Committee, after taking into account, among other things, the results of a benchmarking study performed by its compensation consultant, recommendations from Mr. Austin (other than with respect to himself), each NEO’s position, experience, level of responsibility and length of service, approved the following Long-Term Target Incentives for 2018: Named Executive Officer       2017 Total Long-Term Target Incentive (% of Base Salary)       2018 Total Long-Term Target Incentive (% of Base Salary)       2018 Total Long-Term Target Incentive (Amount) Mr. Austin 500% 500%           $ 5,500,000 Mr. Gregory 300% 300% $ 2,550,000 Mr. Jensen 275% 275% $ 1,815,000 Mr. Wayne 200% 225% $ 1,237,500 Mr. Morris 150% 150% $ 721,395 Generally, an NEO must be employed by Quanta on the date an award vests or is earned under the long-term incentive plan or otherwise forfeits any and all rights to such award. However, an NEO who ceased to be employed prior to the completion of the 3-year performance period described below has the potential to receive an award (or some portion thereof) at the discretion of the Chief Executive Officer and with the approval of the Compensation Committee. Awards for an NEO added to the long-term incentive plan during the performance period are pro-rated from the date of hire; however, in any event, an NEO must be employed by October 1st of the first year of the 3-year performance period to be eligible. Performance Unit Component The first component of the long-term incentive plan, which accounts for 60% (or with respect to Mr. Austin, 70%) of a participant’s target incentive opportunity, is payable in performance units that cliff-vest at the end of a 3-year performance period based on achievement of 3-year Company performance goals determined by the Compensation Committee (the “Long-Term Performance Unit Component”). Under the 2018 long-term incentive plan, the Compensation Committee approved the following performance unit awards: Named Executive Officer       Long-Term Performance Unit Component (Weighted %)       Target Long-Term Performance Unit Component (Amount)       Performance Units Granted(1) Mr. Austin 70%       $ 3,850,000 109,003 Mr. Gregory 60% $ 1,530,000 43,318 Mr. Jensen 60% $ 1,089,000 30,832 Mr. Wayne 60% $ 742,500 21,022 Mr. Morris 60% $ 432,837 12,255 (1) The number of the Compensation Committee, our Chief Executive Officer and certain other members of management also participate in the Compensation Committee’s review and provide detailed reports on, among other things, actual performance relative to company performance targets. These reports also include the elements of the targeted compensation so that the Compensation Committee may analyze each compensation element included in the compensation mix and the total amount of targeted compensation for each NEO. The Compensation Committee considers these evaluations in determining payouts to be made, if any, under the incentive plans. Consideration of Say-on-Pay Results The Compensation Committee considered the results of the 2017 advisory “say-on-pay” proposal when discharging of its responsibilities. While approximately 93% of our stockholders voting on the “say-on-pay” proposal approved the compensation of our NEOs as described in our proxy statement in 2017, the Compensation Committee did implement changes to the performance metrics included in Quanta’s 2017 compensation program. The goals of these changes were to (i) increase the percentage of incentive compensation that is subject to measurable company performance metrics, as set forth in Quanta’s guiding principles on executive compensation, and (ii) align the performance metrics for long-term equity compensation with the Company’s long-term strategic business plan. Going forward, the Compensation Committee will continue to evaluate and adjust Quanta’s executive compensation program to ensure that it remains consistent with Quanta’s guiding principles. Exercise of Discretion in Executive Compensation Decisions The Compensation Committee has discretion to establish and determine the achievement of financial and operational performance targets set under our incentive plans. For example, awards earned pursuant to the incentive plans described below that were intended to qualify as performance-based compensation and are paid or issued as performance compensation awards under the Omnibus Plan are subject to negative discretion, as permitted by the incentive plans and the Omnibus Plan, which permits the Compensation Committee to reduce incentive awards to amounts it determines to be appropriate. Clawback Policy Our clawback policy, which is incorporated in our 2017 annual and long-term incentive plans, permits the Compensation Committee to recover certain incentive compensation from executive officers and other key employees where the payment was based upon the achievement of financial results that were later the subject of a restatement. Based on its review and judgment, the Compensation Committee may seek to recover any amount that it determines was received inappropriately by these individuals. Equity Award Grant Practices The Compensation Committee meets during the first several months of eachfiscal year to, among other things, grant equity awards, including equity awards to our NEOs. The timing of this meeting allows the Compensation Committee to review complete financial results for the prior fiscal year when evaluating company performance. The Compensation Committee may, in its discretion, also grant awards throughout the year, including in connection with the hiring of a new executive officer or the promotion of an employee to an executive officer position. During 2017, the Compensation Committee granted performance units and RSUs, all of which were granted under the Omnibus Plan and are set forth in the 2017 Grants of Plan-Based Awards Table. Generally, the number of RSUs and performance units we grant is determined by dividing the aggregate dollar amount intended to be awardedof the target Long-Term Performance Unit Component by the average of the closing priceprices of Quanta’s Common Stock for the twenty consecutive trading days immediately preceding the date of grant. RSUs and performance units are generally settled in our Common Stock upon vesting. It is not the intention of the Compensation Committee to time the granting of any awards under our incentive plans, including those made to newly hired or newly promoted executive officers, with the release of any material, non-public information. 202018 Proxy Statement Table of Contents COMPENSATION DISCUSSION & ANALYSIS ELEMENTS OF EXECUTIVE COMPENSATION The key components of our current compensation and benefits programs for our NEOs are summarized in the table below. Each component has a critical role in motivating and rewarding strong performance and retaining the NEOs who deliver such performance. The Compensation Committee considers each compensation component individually and all compensation components in the aggregate when making compensation decisions. Compensation Element Form of Compensation Performance / Payment Criteria Purposegrant date. Base Salary Cash Individual performance and experience in the role are factors To provide fixed compensation necessary to attract and retain key executives and to offset the cyclicality in our business that may impact variable pay Short-Term Incentive Cash Tied to the achievement of performance targets related to (i) AIP Adjusted EBITDA (as defined below); (ii) AIP Adjusted EBITDA margin (as defined below); and (ii) safety, in each case established by the Compensation Committee To provide incentives to achieve annual financial and operational performance targets and to reward achievement of those targets Long-Term Incentive Performance units Performance units cliff-vest at the end of a 3-year performance period and are tied to the achievement of 3-year financial performance targets Though performance units representing the Long-Term Performance Unit Component target amount were granted to the NEOs in 2018, the number that will ultimately be earned and vest will be adjusted upward or downward (if necessary) based on Company performance during the 3-year performance period ending December 31, 2020. The number of performance units that can become earned at the end of the performance period ranges from 0% to a maximum of 200% of the amount granted. Any earned performance units will vest immediately after the Compensation Committee’s determination and will be settled in Common Stock. For the 3-year performance period, the Compensation Committee established Company performance goals relating to (i) improvement of return on invested capital (“ROIC”), combined with a relative total shareholder return as compared to a predetermined group of peer companies, in each case established by the Compensation Committee To create a strong incentive to achieve our long-term financial performance targets and strategic initiatives, to align management and stockholder interests, and to retain key executives RSUs RSUs vest over three years in equal annual installments To attract and retain key executives and align NEO and stockholder interests Retirement Benefits 401(k) Matching Non-Qualified Deferred Compensation Plan – To provide a competitive compensation package Perquisites Executive Physical Program Annual Perquisite Allowance CEO Aircraft Usage Identity Theft Protection and Monitoring – To maintain the health and safety of executives, to provide a competitive compensation package and, in certain cases, to optimize key executives’ time CHANGES TO EXECUTIVE COMPENSATION FOR 2017 Comprehensive Review to Executive Compensation Program During the end of 2016 and the beginning of 2017, the Compensation Committee undertook a comprehensive review of our executive compensation program to ensure that our incentive compensation remains consistent with Quanta’s guiding principles on executive compensation. In accordance with the authority and responsibilities of the Compensation Committee as set forth in its charter, the Compensation Committee focused on the company’s financial and operational performance metrics for the annual and long-term incentive plans and the percentage of long-term equity incentive compensation subject to performance requirements. In performing its review, the Compensation Committee considered input from Deloitte Consulting and senior management, as well as Quanta’s compensation strategy and strategic business plan and market and leading practices. 2018 Proxy Statement21 Table of Contents COMPENSATION DISCUSSION & ANALYSIS Summary of Changes Implemented to Executive Compensation Program Based on its comprehensive review effort, the Compensation Committee decided to modify (i) the company financial and operational performance metrics used to determine the annual cash incentive awards under the annual incentive plan and (ii) the company financial performance metrics used for the performance equity awards under the long-term incentive plan. Additionally, for the long-term incentive plan, the Compensation Committee decided to reduce the percentage of target equity awards that are subject to time-based vesting requirements and increase the percentage of target equity awards that are subject to a 3-year performance period. The changes implemented are summarized in the following tables. 2016 Annual Incentive Plan 2017 Annual Incentive Plan Metric No. 1 ●Adjusted organic earnings per share growth ●Represented 65% of award opportunity ●Award could range from 0% to 200% of target incentive ●If maximum performance level achieved, exemplary award of up to 100% of target incentive available at the discretion of Compensation Committee ●AIP Adjusted EBITDA (as defined below) ●Represents 60% of award opportunity ●Award can range from 0% to 200% of target incentive ●No exemplary award opportunity Metric No. 2 ●Organizational performance objectives related to safety, talent development and property ●Represented 35% of award opportunity ●Award could range from 0% to 200% of target incentive amount ●No exemplary award opportunity ●AIP Adjusted EBITDA margin (as defined below) ●Represents 20% of award opportunity ●Award can range from 0% to 200% of target incentive amount ●No exemplary award opportunity Metric No. 3 – ●Safety performance based on quantifiable industry safety metrics ●Represents 20% of award opportunity ●Award can range from 0% to 200% of target incentive amount ●No exemplary award opportunity 2016 Long-Term Incentive Plan 2017 Long-Term Incentive Plan Performance-Based Equity Component ●Achievement based on (i) improvement of return on invested capital (“ROIC”) and (ii) completion of certain identified strategic initiatives (measured in pre-tax income) ●Each performance metric represents 50% of award opportunity ●Achievement percentage for each metric could range from 0% to 200% ●Achievement based on (i) improvement of ROIC, with modifier for total shareholder return (“TSR”) relative to peer companies and (ii) improved utilization of property and equipment (i.e., capital efficiency) ●ROIC improvement metric (with TSR modifier) represents 66% of award opportunity and capital efficiency metric represents 34% of award opportunity ●Achievement percentage for each metric can range from 0% to 200% Long-Term Equity Component Mix (as a percentage of grant date fair value) ●Chief Executive Officer: 55% performance-based and 45% time-based ●Other NEOs: 50% performance-based and 50% time-based ●Chief Executive Officer: 70% performance-based and 30% time-based ●Other NEOs: 60% performance-based and 40% time-based The Compensation Committee considered a variety of financial performance metrics for the annual incentive plan and concluded that adjusted EBITDA is an important financial performance metric utilized by management to manage the business and provides useful information for comparing the Company’s operating results between periods. The Compensation Committee also determined that employing adjusted EBITDA and adjusted EBITDA margin, two complementary performance metrics, would facilitate profitable growth while maintaining Quanta’s entrepreneurial culture. More specifically, while adjusted EBITDA requires management to focus on revenue generation, adjusted EBIDTA margin focuses on increasing the profit margin associated with revenues. The Compensation Committee also recognized the benefit of using safety performance, which is a high priority of the Company and can be objectively measured against industry statistics, as an operational metric. 222018 Proxy Statement Table of Contents COMPENSATION DISCUSSION & ANALYSIS With respect to the performance equity component of the long-term incentive plan, the Compensation Committee decided that inclusion of additional performance metrics focusing on property and equipment utilization, capital allocation and TSR would help align the long-term performance equity awards with stockholder value creation and the initiatives included in the Company’s strategic business plan. The Compensation Committee also concluded that it was appropriate to increase the percentage of long-term equity incentives subject to performance conditions in order to focus on improving property and equipment utilization and returns, which the Compensation Committee believes is strongly connected to stockholder value creation. See“Executive Compensation Decisions for 2017”below for further information about the components of the incentive plans. EXECUTIVE COMPENSATION DECISIONS FOR 2017 Base Salary Base salary is a critical element of NEO compensation because it provides a base level of monthly income that is consistent with competitive practices. Base salaries for NEOs are determined annually by the Compensation Committee during thefirst quarter of thefiscal year, taking into account such factors as competitive industry salaries (especially the salary practices of companies in our peer group), a subjective assessment of the nature of the position, and the contribution, experience, level of responsibility and length of service of the NEO. The Compensation Committee, after taking into account, among other things, the results of the Deloitte Benchmarking Study and recommendations from Mr. Austin (other than with respect to himself) concluded that the following base salary increases for certain NEOs were warranted due to strong individual performance during 2016 and to better align their base salaries with those of executives with similar positions and responsibilities at companies in our peer group. Named Executive Officer Prior Base Salary Rate (through March 31, 2017) 2017 Base Salary Rate (effective April 1, 2017) Percentage Increase Mr. Austin $1,000,000 $1,100,000 10.0% Mr. Gregory(1) $850,000 $850,000 – Mr. Jensen $600,000 $660,000 10.0% Mr. Wayne(2) – $500,000 – Mr. Morris $469,200 480,930 2.5% (1) Mr. Gregory’s base salary rate did not change, as the annual salary adjustment date closely followed the date of his initial employment. (2) Mr. Wayne was appointed as Executive Vice President and General Counsel of Quanta on May 15, 2017. Annual Incentive Plan Our annual incentive plan for senior leadership is designed to provide our NEOs with performance awards payable annually in recognition of Quanta achieving specifiedfinancial and safety performance targets, which are approved by the Compensation Committee at the beginning of thefiscal year. The Compensation Committee elects to pay such performance awards in cash. Awards for an eligible NEO that begins employment during the performance year will be pro-rated from the date of hire, unless otherwise determined by the Chief Executive Officer and with the approval of the Compensation Committee. Generally, an NEO must be employed by Quanta on the date any cash incentive compensation is paid, as he otherwise forfeits any and all rights to such compensation unless contractual provisions entitle the NEO to a full or pro-rated amount. See “Executive Compensation – Potential Payments Upon Termination or Change in Control.” The payout for each NEO under the annual incentive plan is calculated as a percentage of such NEO’s base salary (the “AIP Target Incentive”), which is then multiplied by the weighted achievement percentage associated with the company performance metrics, as set forth in the following calculation: 2018 Proxy Statement23 Table of Contents COMPENSATION DISCUSSION & ANALYSIS Adjusted EBITDA Component (60%) Achievement Percentage Adjusted EBITDA Component Payout AIP Target Incentive Amount Adjusted EBITDA Margin Component (20%) Achievement Percentage Adjusted EBITDA Margin Component Payout Safety Performance Component (20%) Achievement Percentage Safety Performance Component Payout Total AIP Incentive Award Payout The Compensation Committee, after taking into account, among other things, the results of the Deloitte Benchmarking Study, recommendations from Mr. Austin (other than with respect to himself), each NEO’s position, experience, level of responsibility and length of service, and with respect to Messrs. Gregory and Wayne, their qualifications for the positions to which they were appointed, established the following AIP Target Incentives for the 2017 performance year: Named Executive Officer Base Salary AIP Target Incentive (% of Base Salary) AIP Target Incentive (Amount) Mr. Austin $1,100,000 120% $1,320,000 Mr. Gregory $850,000 110% $935,000 Mr. Jensen $660,000 110% $726,000 Mr. Morris $480,930 100% $480,930 Mr. Wayne $500,000 90% $450,000 Adjusted EBITDA Component The EBITDA component of the annual incentive plan, which accounts for 60% of a participant’s annual incentive opportunity, is based on Quanta’s achievement of annual adjusted EBITDA, defined for purposes of the annual incentive plan as operating income,plusamortization, depreciation and stock based compensation,adjusted forinvestments in unconsolidated affiliates and other operational activities affecting net income that are not included in operating income (“AIP Adjusted EBITDA”). Generally, short-term incentives motivate and reward achievement and performance in excess of Quanta’s annual business goals. The Compensation Committee believes this metric rewards our NEOs for improvingfinancial results for stockholders of Quanta and provides a means to connect cash compensation directly to Quanta’s short-term performance. The Compensation Committee also believes this performance metric encourages our NEOs to grow the Company’s business, and when utilized in conjunction with the complementary margin performance metric, encourages our NEOs to ensure that such growth is profitable and does not include excessive risk. Performance with respect to this component is measured by comparing actual AIP Adjusted EBITDA for the performance year to a target amount of AIP Adjusted EBITDA, which was established based on the amount of AIP Adjusted EBITDA correlated with the midpoint of the Company’s full-year 2017 earnings guidance, as announced during thefirst quarter of the year, and the Company’s 2017 business plan. Additional adjustments to actual AIP Adjusted EBITDA may be considered and approved by the Compensation Committee, including but not limited to, asset impairments and other costs related to divested or discontinued businesses, out of the ordinary and unforeseen legal costs and expenses, acquired business results (net of acquisition and integration costs) and fair value changes of contingent consideration liabilities. A payout begins to accrue only if actual AIP Adjusted EBITDA is greater than a threshold amount, and the payout under this component is subject to a maximum achievement percentage. 242018 Proxy Statement Table of Contents COMPENSATION DISCUSSION & ANALYSIS Based upon the performance/payout scale and target adopted by the Compensation Committee for the 2017 performance year, NEOs could earn cash awards for this component of the annual incentive plan as follows (when performance falls between the designated payout points, the cash awards are determined by interpolation): AIP Adjusted EBITDA (in millions) Percentage of Target AIP Adjusted EBITDA Obtained Achievement Percentage Less than $599 Less than 92.4% 0% $599 92.4% 25% $648 100% 100% $696 or greater 107.4% or greater 200% For the 2017 performance year, the Compensation Committee established a target AIP Adjusted EBITDA of $648 million. The Compensation Committee concluded that actual AIP Adjusted EBITDA for the performance year was $710.0 million, which represents greater than 107.4% of the target and an achievement percentage capped at 200%. For a reconciliation of AIP Adjusted EBITDA to operating income from continuing operations attributable to Common Stock for the year ended 2017 determined in accordance with generally accepted accounting principles (“GAAP”), seeAppendix A to this Proxy Statement. The following table details the target and actual payouts associated with the AIP Adjusted EBITDA component: Named Executive Officer Total AIP Target Incentive AIP Adjusted EBITDA Component (Weighted %) Target Payout Under AIP Adjusted EBITDA Component (Amount) Achievement Percentage AIP Adjusted EBITDA Component Incentive Award Earned Mr. Austin $1,320,000 60% $792,000 200% $1,584,000 Mr. Gregory $935,000 60% $561,000 200% $1,122,000 Mr. Jensen $726,000 60% $435,600 200% $871,200 Mr. Morris $480,930 60% $288,558 200% $577,116 Mr. Wayne $450,000 60% $270,000 200% $540,000 Adjusted EBITDA Margin Component The adjusted EBITDA margin component of the annual incentive plan, which accounts for 20% of a participant’s annual incentive opportunity, is based on Quanta’s achievement of annual targeted margin performance on the AIP Adjusted EBITDA earned by the Company. This short-term incentive is also designed to motivate and reward achievement and performance in excess of Quanta’s annual business goals. The Compensation Committee believes this metric rewards our NEOs for improvingfinancial results for stockholders and provides a means to connect cash compensation directly to Quanta’s short-term performance, and that utilizing a margin-based metric in combination with an income-based metric incentivizes profitable growth. Adjusted EBITDA margin is measured as AIP Adjusted EBITDA (as defined above),divided byconsolidated revenues (adjusted to exclude foreign currencyfluctuations and revenues attributable to businesses acquired during the performance year). Performance with respect to this component is measured by actual AIP Adjusted EBITDA margin for the performance year as compared to a targeted margin, which was established by dividing the target amount of AIP Adjusted EBITDA set forth above by the midpoint of the Company’s full-year revenue guidance, announced during thefirst quarter of the year and determined in accordance with GAAP. A payout begins to accrue only if actual margin for AIP Adjusted EBITDA is greater than a threshold amount, and the payout under this component is subject to a maximum achievement percentage. Based upon the performance/payout scale and AIP Adjusted EBITDA margin target adopted by the Compensation Committee for the 2017 performance year, NEOs could earn cash awards for this component of the annual incentive plan as follows (when performance falls between the designated payout points, the cash awards are determined by interpolation): AIP Adjusted EBITDA Margin Percentage of Target AIP Adjusted EBITDA Margin Obtained Achievement Percentage Less than 7.6% Less than 96.2% 0% 7.6% 96.2% 25% 7.9% 100% 100% 8.2% or greater 103.8% or greater 200% 2018 Proxy Statement25 Table of Contents COMPENSATION DISCUSSION & ANALYSIS For the 2017 performance year, the Compensation Committee established a target AIP Adjusted EBITDA margin of 7.9%. The Compensation Committee concluded that actual AIP Adjusted EBITDA margin for the performance year was 7.67%, which represents an achievement percentage of approximately 43%. For a reconciliation of adjusted consolidated revenues to consolidated revenues determined in accordance with GAAP and a calculation of AIP Adjusted EBITDA margin for the year ended 2017, seeAppendix Ato this Proxy Statement. The following table details the target and actual payouts associated with the AIP Adjusted EBITDA margin component: Named Executive Officer Total AIP Target Incentive AIP Adjusted EBITDA Margin Component (Weighted %) Target Payout Under AIP Adjusted EBITDA Margin Component (Amount) Achievement Percentage AIP Adjusted EBITDA Margin Component Incentive Award Earned Mr. Austin $1,320,000 20% $264,000 43% $113,520 Mr. Gregory $935,000 20% $187,000 43% $80,410 Mr. Jensen $726,000 20% $145,200 43% $62,436 Mr. Morris $480,930 20% $96,186 43% $41,360 Mr. Wayne $450,000 20% $90,000 43% $38,700 Safety Performance Component Thefinal component of the annual incentive plan, which accounts for the remaining 20% of a participant’s annual incentive opportunity, is based on the Company’s achievement of measurable safety performance goals. Generally, these goals align with the company-wide commitment to safety and management’s expectation that the Company will achieve industry-leading safety performance. The Compensation Committee also believes that achievement of this goal has a significant positive impact on both short-termfinancial performance and the Company’s ability to increase its business with existing and potential customers by safely performing on its projects. Performance with respect to this component is measured by two metrics: (i) the Company’s total recordable incident rate (“TRIR”) for the performance year as compared to targeted TRIR, and (ii) the Company’s lost time injury rate (“LTIR”) for the performance year as compared to targeted LTIR. TRIR is defined as the number of work injuries in the performance year,multiplied by200,000, anddivided bythe Company’s total workhours for the performance year. LTIR is defined as the number of lost time injuries in the performance year,multiplied by200,000, anddivided bythe Company’s total workhours for the performance year. Target performance for both TRIR and LTIR were set based on improvement from prior year performance and targeted significantly better performance than industry averages. A payout begins to accrue with respect to both TRIR and LTIR only if actual results are better than threshold targets. Specifically, the NEOs could earn cash awards for this component of the annual incentive plan as follows (when performance falls between the designated payout points, the cash awards are determined by interpolation): Performance Year TRIR Achievement Percentage Performance Year LTIR Achievement Percentage 1.52 0% 0.29 50% 1.49 25% 0.27 100% 1.45 50% 1.38 100% 1.31 150% 262018 Proxy Statement Table of Contents COMPENSATION DISCUSSION & ANALYSIS While achievement with respect to either TRIR or LTIR can result in a payout, the overall maximum achievement percentage and payout for the safety performance component is limited to 200%. For the 2017 performance year, the Company’s TRIR was 1.21, resulting in an achievement percentage of 150% for that metric, and the Company’s LTIR was 0.27, resulting in an achievement percentage of 100% for that metric. However, based on the overall limit on achievement of 200% and the Compensation Committee’s review and concurrence with management’s assessment of the Company’s overall safety performance for the 2017 performance year, the Compensation Committee exercised negative discretion and determined that an achievement percentage of 160% was warranted. The following table details the target and actual payouts associated with the safety performance component for the 2017 performance year: Named Executive Officer Total AIP Target Incentive Safety Performance Component (Weighted %) Target Payout Under Safety Performance Component (Amount) Achievement Percentage Safety Performance Component Incentive Award Earned Mr. Austin $1,320,000 20% $264,000 160% $422,400 Mr. Gregory $935,000 20% $187,000 160% $299,200 Mr. Jensen $726,000 20% $145,200 160% $232,320 Mr. Morris $480,930 20% $96,186 160% $153,898 Mr. Wayne $450,000 20% $90,000 160% $144,000 Overall performance based on the results set forth above resulted in a total payout to each NEO under the 2017 annual incentive plan as follows: Named Executive Officer Achievement Percentage Total AIP Incentive Award Earned Mr. Austin 160.6% $2,119,920 Mr. Gregory 160.6% $1,501,610 Mr. Jensen 160.6% $1,165,956 Mr. Morris 160.6% $772,374 Mr. Wayne 160.6% $722,700 Long-Term Incentive Plan Our long-term incentive plan for senior leadership is designed to provide our NEOs with long-term incentive awards payable in equity. The targeted incentive amount for each NEO under the long-term incentive plan is determined annually by the Compensation Committee (the “Long-Term Target Incentive”). The Compensation Committee, after taking into account, among other things, the results of the Deloitte Benchmarking Study, recommendations from Mr. Austin (other than with respect to himself), each NEO’s position, experience, level of responsibility and length of service, and with respect to Mr. Morris, his appointment as President – Infrastructure Solutions in March 2017, approved the following Long-Term Target Incentives for 2017: Named Executive Officer 2016 Total Long-Term Target Incentive (% of Base Salary) 2017 Total Long-Term Target Incentive (% of Base Salary) Mr. Austin 400% 500% Mr. Gregory – 300% Mr. Jensen 217% 275% Mr. Wayne – 200% Mr. Morris 75% 150% Generally, an NEO must be employed by Quanta on the date an award vests or is earned under the long-term incentive plan or otherwise forfeits any and all rights to such award. However, an NEO who ceased to be employed prior to the completion of the 3-year performance period described below has the potential to receive an award (or some portion thereof) at the discretion of the Chief Executive Officer and with the approval of the Compensation Committee. Awards for an NEO added to the long-term incentive plan during the performance period are pro-rated from the date of hire; however, in any event, an NEO must be employed by October 1st of thefirst year of the 3-year performance period to be eligible. 2018 Proxy Statement27 Table of Contents COMPENSATION DISCUSSION & ANALYSIS Long-Term Performance Unit Component Thefirst component of the long-term incentive plan, which accounts for 60% (or with respect to Mr. Austin, 70%) of a participant’s target incentive opportunity, is payable in performance units that cliff-vest at the end of a 3-year performance period based on achievement of 3-year company performance goals determined by the Compensation Committee (the “Long-Term Performance Unit Component”). Under the 2017 long-term incentive plan, the Compensation Committee approved the following performance unit awards: Named Executive Officer Total Long-Term Target Incentive Long-Term Performance Unit Component (Weighted %) Target Long-Term Performance Unit Component (Amount) Performance Units Granted(1) Mr. Austin $5,500,000 70% $3,850,000 102,831 Mr. Gregory $2,550,000 60% $1,530,000 40,865 Mr. Jensen $1,815,000 60% $1,089,000 29,087 Mr. Wayne $1,000,000 60% $600,000 17,815 Mr. Morris $721,395 60% $432,837 11,561 (1) The number of performance units granted is determined by dividing the dollar amount of the target Long-Term Performance Unit Component by the average of the closing prices of Quanta’s Common Stock for the twenty consecutive trading days immediately preceding the date of grant. Though performance units representing the Long-Term Performance Unit Component target amount were granted to the NEOs in 2017, the number that will ultimately be earned and vest will be adjusted upward or downward (if necessary) based on company performance during the 3-year performance period ending December 31, 2019. The number of performance units that can become earned at the end of the performance period ranges from 0% to a maximum of 200% of the amount granted. Any earned performance units will vest immediately and will be settled in Common Stock. For the 3-year performance period, the Compensation Committee established company performance goals relating to (i) improvement of ROIC, combined with a relative TSR modifier, and (ii) improved utilization of property and equipment (i.e., capital efficiency). The Compensation Committee believes that improvement of ROIC and capital efficiency are both strongly connected to stockholder value creation and improved capital allocation decisions and that TSR is a metric that helps correlate NEO compensation with overall return to stockholders. Both goals have a 0% to 200% performance scale; however, the ROIC goal accounts for 66% of the number of performance units that each NEO can earn and the capital efficiency goal accounts for the remaining 34% of performance units that can be earned. The performance targets and results for these goals may be adjusted, as appropriate, to take into account any unusual or unforeseen events that occur during the performance period. As soon as administratively practicable following the conclusion of the 3-year performance period on December 31, 2019 the weighted percentage earned for each goal will be determined, and the combined weighted percentage earned will then be multiplied by the number of performance units granted in 2017. This will result in afinalProxy Statement 29 Table of Contents Compensation Discussion & Analysis As soon as administratively practicable following the conclusion of the 3-year performance period on December 31, 2020, the weighted percentage earned for each goal will be determined, and the combined weighted percentage earned will then be multiplied by the number of performance units granted in 2018. This will result in a final number of earned and vested performance units, which will be settled in shares of our Common Stock, as set forth in the following calculation.      3-Year ROIC Achievement Percentage + ROIC Consistency Achievement Percentage + Relative TSR Achievement Percentage x ROIC Consistency Achievement Percentage Relative TSR Achievement Percentage ROIC / TSR Goal Weighting (66%) ROIC / TSR Goal Weighting (66%) =  ROIC / TSR Weighted Percentage Earned + Capital Efficiency Achievement Percentage x Capital Efficiency Goal Weighting (34%) = Capital Efficiency Weighted Percentage Earned Percentage of Performance Units Earned ROIC IMPROVEMENT GOAL (WITH TSR MODIFIER) For the ROIC performance goal, the Compensation Committee established targeted amounts that reward (i) consistent ROIC improvement during the 3-year performance period and (ii) relative TSR performance against a group of peer companies. The Compensation Committee believes that measuring improvement in ROIC is appropriate to assess the Company’s ability to create incremental return and value and determined that utilizing a 3-year average of annual ROIC performance will appropriately measure and reward consistently improved performance. The Compensation Committee believes this performance metric requires both income statement and balance sheet management and that achievement of the targeted ROIC will have a significant positive impact on both long-term financial performance and stockholder value creation. Additionally, the Compensation Committee views TSR as a metric that helps correlate NEO compensation with overall return to stockholders. Consistent ROIC Improvement.Performance with respect to the ROIC improvement goal is measured based on both average ROIC during the 3-year performance period and consistent annual ROIC performance. ROIC for each year is calculated as net operating profit after tax,divided byaverage invested capital (and average invested capital for each year is determined by taking the average of invested capital at year-end and as of the prior year-end). For purposes of calculating ROIC, net operating profit after tax will be subject to the same adjustments included in the calculation of AIP Adjusted EBITDA set forth above, except that there will be no adjustment for acquisitions unless otherwise determined by the Compensation Committee. With respect to average ROIC during the performance period, a payout begins to accrue only if average ROIC is greater than a threshold amount, which corresponds to actual ROIC for the year prior to the 3-year performance period. The Compensation Committee established the following performance/payout scale for assessing average ROIC improvement (average ROIC will be rounded to the nearest one tenth decimal place): Percentage Improvement of ROIC Over Baseline       Achievement Percentage 0% or less 0% 1.2% 15% 2.5% 30% 4.9% 60% 6.1% 75% 8.0% 100% 10.0% 120% 11.2% 135% 12.4% or greater 150% 30        Capital Efficiency Achievement Percentage Capital Efficiency Goal Weighting (34%) Capital Efficiency Weighted Percentage Earned Percentage of Performance Units Earned 282018 Proxy Statement Table of Contents COMPENSATION DISCUSSION & ANALYSIS