Date of Report (Date of earliest event reported): May 2, 2022
MYR GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware
1-08325
36-3158643
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
12150 East 112th Avenue
Henderson,
CO
80640
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (303) 286-8000
None
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
MYRG
The Nasdaq Stock Market, LLC
(Nasdaq Global Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 2, 2022, the Board of Directors (the "Board") of MYR Group, Inc. (“MYR” or the “Company”) appointed Ajoy H. Karna as a Class III director, effective May 2, 2022, to fill the vacancy resulting from William A. Koertner’s retirement from the Board on April 22, 2022. Mr. Karna has been appointed to serve on the Board’s Audit Committee.
There is no arrangement or understanding between Mr. Karna and any other persons pursuant to which Mr. Karna was selected as a director. Mr. Karna does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
Mr. Karna will participate in MYR’s non-employee director compensation program, which is described on pages 22-23 of MYR’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 2, 2022. In addition, the Company will enter into its standard director indemnification agreement with Mr. Karna.
On May 2, 2022, MYR issued a press release announcing the appointment of Mr. Karna as a director. The press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is being furnished with this Current Report on Form 8-K.
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
