UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 27, 2020 (April 23, 2020)

MYR GROUP INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (847) 290-1891

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:

MYR Group, Inc.’s (“MYR” or the “Company”) Corporate Governance Principles provide that directors are expected to tender their resignations immediately after the first annual meeting of stockholders following their 72^nd birthday. In accordance with this policy, on April 23, 2020, Larry F. Altenbaumer notified the Company of his decision to retire as a member of the board of directors (the “Board”), effective as of April 27, 2020. Mr. Altenbaumer served as a director since 2006 and as Chairman of the Compensation Committee. Mr. Altenbaumer’s retirement is not the result of any disagreement with the Company or the Board, and management expressed sincere appreciation for his 16 years of dutiful service. Mr. Altenbaumer was a Class III director.

On April 23, 2020, the Board appointed Shirin O’Connor as a director of MYR, effective April 27, 2020. Ms. O’Connor was appointed as a Class II director with an initial term expiring at the 2021 Annual Meeting of Stockholders. Ms. O’Connor will serve on the Board’s Compensation Committee and Nominating and Corporate Governance Committee.

There is no arrangement or understanding between Ms. O’Connor and any other persons pursuant to which Ms. O’Connor was selected as a director. Ms. O’Connor 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.

Ms. O’Connor will participate in MYR’s non-employee director compensation program, which is described on pages 25-26 of MYR’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 5, 2020 (the “2020 Proxy Statement”). In addition, the Company will enter into its standard director indemnification agreement with Ms. O’Connor.

On April 27, 2020, MYR issued a press release announcing Mr. Altenbaumer’s retirement and the appointment of Ms. O’Connor as a director. The press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

On April 23, 2020, at the 2020 Annual Meeting of Stockholders of the Company, the Company’s stockholders approved the MYR Group Inc. 2017 Long-Term Incentive Plan, as amended and restated as of April 23, 2020 (the “Amended and Restated Plan”).

The MYR Group Inc. 2017 Long-Term Incentive Plan (the “2017 Plan”) was originally adopted by the Board in February 2017 and approved by the Company’s stockholders in April 2017. On February 27, 2020, the Board approved an amended and restated version of the 2017 Plan, which document was included in the Company’s 2020 Proxy Statement. Based on subsequent feedback regarding the size of the requested share increase for this amended and restated version of the 2017 Plan, on March 30, 2020, the Board approved the Amended and Restated Plan as a further amended and restated version of the 2017 Plan, which was included in the Company’s Definitive Additional Materials statement on Schedule 14A, filed with the Securities and Exchange Commission on April 1, 2020. The Amended and Restated Plan was submitted to the Company’s stockholders and received their approval at the 2020 Annual Meeting of Stockholders of the Company.

The Amended and Restated Plan authorizes the Compensation Committee of the Board (the “Committee”) to provide equity-based or cash-based compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash incentive awards, phantom stock, stock bonuses and dividend equivalents to non-employee directors of the Company, employees of the Company and its subsidiaries, and certain other individuals, including certain consultants to the Company and its subsidiaries. The purpose of granting these awards to these recipients will be to promote the interests of the Company and its stockholders by strengthening the Company’s ability to attract, motivate and retain these individuals. The Amended and Restated Plan’s purpose is also to provide awards to eligible participants that promote and recognize service to and performance regarding the Company and its subsidiaries.

Subject to adjustment as described in the Amended and Restated Plan, and subject to the Amended and Restated Plan’s share counting rules, a total of 1,500,000 shares of common stock (consisting of 900,000 shares approved by the Company’s stockholders in 2017 and 600,000 shares approved by the Company’s stockholders in 2020) are available for awards granted under the Amended and Restated Plan. These shares may be shares of original issuance or treasury shares. The aggregate number of shares available under the Amended and Restated Plan will generally be reduced by one share for every one share subject to an award granted under the Amended and Restated Plan. Shares underlying certain awards under the Amended and Restated Plan and certain outstanding awards under the 2017 Plan or the MYR Group Inc. 2007 Long-Term Incentive Plan (including in each case as amended or amended and restated) that are cancelled or forfeited, expire, are settled for cash, or are unearned, will again be available under the Amended and Restated Plan, as further described in the Amended and Restated Plan. The Amended and Restated Plan also provides that, subject to adjustment as described in the Amended and Restated Plan: (1) the aggregate number of shares actually issued upon the exercise of incentive stock options will not exceed 1,500,000 shares; and (2) no Company non-employee director will be granted, in any one calendar year, compensation for such service having an aggregate maximum value (measured at the grant date as applicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes) in excess of $400,000.

The Amended and Restated Plan permits the Compensation Committee to make certain performance-based awards to participants under the Amended and Restated Plan, which awards will be earned based upon the achievement of goals with respect to performance criteria. A non-exhaustive list of performance criteria that could be used for such performance-based awards includes the following: total shareholder return; stock price appreciation; return on equity; return on assets; modified return on assets; return on capital (including return on invested capital); earnings per share; EBIT (earnings before interest and taxes); EBITDA (earnings before interest, taxes, depreciation and amortization); ongoing earnings; cash flow (including operating cash flow, free cash flow, discounted cash flow return on investment, and cash flow in excess of costs of capital); EVA (economic value added); economic profit (net operating profit after tax, less a cost of capital charge); SVA (stockholder value added); revenues; net income; pre-tax income; pre-tax income per share; operating income; pre-tax profit margin; performance against business plan; backlog; customer service; corporate governance quotient or rating; market share; employee satisfaction; employee engagement; supplier diversity; workforce diversity; operating margins; credit rating; dividend payments; expenses; fuel cost per million BTU; costs per kilowatt hour; retained earnings; completion of acquisitions, divestitures and corporate restructurings; safety (including total OSHA recordable rate, OSHA lost time accident rate, lost workday severity rate, restricted workday severity rate, restricted workday incident rate, days away and restricted time, first aid cases, general liability cases, and auto accidents); and strategic business criteria, consisting of one or more objectives based on meeting goals in the areas of litigation, human resources, information services, production, inventory, safety, support services, site development, plant development, building development, facility development, government relations, product market share or management.

The Board generally will be able to amend or modify the Amended and Restated Plan, subject to stockholder approval in certain circumstances as described in the Amended and Restated Plan.

The description above of the Amended and Restated Plan is qualified in its entirety by reference to the full text of the Amended and Restated Plan, which is incorporated by reference herein from Exhibit 10.1 to this Current Report on Form 8-K.

The Company held its 2020 Annual Meeting of Stockholders on April 23, 2020, at which its stockholders considered four proposals, each of which is described in more detail in MYR’s 2020 Proxy Statement. The matters voted upon at the 2020 Annual Meeting of Stockholders and the results of the votes were as follows:

Proposal 1. Election of Directors. The stockholders elected three Class I directors, Mr. Hartwick, Ms. Lowry and Mr. Swartz, each to serve a three-year term expiring at the 2023 Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified.

 Each of the following Class II and Class III directors will continue to hold office until his or her respective term expires: Bradley T. Favreau, William A. Koertner, William D. Patterson, Maurice E. Moore and Donald C.I. Lucky. As described in Item 5.02 of this report, effective April 27, 2020, Larry F. Altenbaumer retired as a Class III director and Shirin O’Connor was appointed to serve as a Class II director.

Proposal 2. Advisory Resolution to Approve the Compensation of Our Named Executive Officers. The stockholders approved the resolution on executive compensation.

Proposal 3. Approval of the MYR Group Inc. 2017 Long-Term Incentive Plan (Amended and Restated as of April 23, 2020). The stockholders approved the 2017 Long-Term Incentive Plan (As Amended and Restated as of April 23, 2020).

Proposal 4. Ratification of the Appointment of Crowe LLP as Our Independent Registered Public Accounting Firm. The stockholders ratified the selection of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.

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.