8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 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.

99.1	MYR Group Inc. Press Release, dated May 2, 2022
104	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.

	MYR GROUP INC.
Dated: May 2, 2022	By:	/s/ WILLIAM F. FRY
		Name:	William F. Fry
		Title:	Vice President, Chief Legal Officer and Secretary

EX-99.1

Exhibit 99.1

MYR Group Inc. Announces Appointment of New Board Member

Henderson, Colo., May 2, 2022 — MYR Group Inc. (“MYR Group” or the “Company”) (NASDAQ: MYRG), announced today the appointment of Ajoy H. Karna to the Company’s Board of Directors (the “Board”), effective May 2, 2022. Mr. Karna will serve as a Class III director and on the Board’s Audit Committee.

“We are excited to announce Ajoy’s appointment as a new member of our Board of Directors,” said MYR Group’s Chair of the Board, Kenneth M. Hartwick. “Ajoy brings diverse expertise and strong leadership skills. His financial and strategic experience with global organizations will offer a unique perspective to our Board. We welcome Ajoy in his new role and look forward to his contributions.”

Mr. Karna has more than 33 years of experience in finance and management. He currently serves as Senior Vice President, Strategy and Chief Financial Officer - International for Sysco Corporation ("Sysco"), previously serving as Senior Vice President & CEO, Foodservice of Sysco’s Europe operations. Prior to Sysco, Mr. Karna held numerous roles in finance and strategy at PepsiCo, Inc. and the Quaker Oats Company.

He is a graduate of Georgetown University with a bachelor’s degree in Business Administration, and holds a Master of Business Administration degree from Northwestern University.

About MYR Group Inc.

MYR Group is a holding company of leading, specialty electrical contractors providing services throughout the United States and Canada through two business segments: Transmission & Distribution (T&D) and Commercial & Industrial (C&I). MYR Group subsidiaries have the experience and expertise to complete electrical installations of any type and size. Their comprehensive T&D services on electric transmission, distribution networks, substation facilities and clean energy projects include design, engineering, procurement, construction, upgrade, maintenance and repair services. T&D customers include investor-owned utilities, cooperatives, private developers, government-funded utilities, independent power producers, independent transmission companies, industrial facility owners and other contractors. Through their C&I segment, they provide a broad range of services which include the design, installation, maintenance and repair of commercial and industrial wiring generally for airports, hospitals, data centers, hotels, stadiums, convention centers, clean energy projects, manufacturing plants, processing facilities, water/waste-water treatment facilities, mining facilities, intelligent transportation systems and roadway lighting. C&I customers include general contractors, commercial and industrial facility owners, government agencies and developers. For more information, visit myrgroup.com.

MYR Group Inc. Contact:

Betty R. Johnson, Chief Financial Officer, 847-290-1891, investorinfo@myrgroup.com

Investor Contact:

David Gutierrez, Dresner Corporate Services, 312-780-7204, dgutierrez@dresnerco.com

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Cover Page	May 02, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 02, 2022
Entity Registrant Name	MYR GROUP INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-08325
Entity Tax Identification Number	36-3158643
Entity Address, Address Line One	12150 East 112th Avenue
Entity Address, City or Town	Henderson,
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80640
City Area Code	303
Local Phone Number	286-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	MYRG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000700923