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): January 25, 2024
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.) |
| | | | | | | | | | | | | | | | | |
| 12121 Grant Street, | Suite 610 | | |
| Thornton, | CO | | | 80241 |
| (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 January 25, 2024, as part of a planned leadership succession process, Tod M. Cooper notified MYR Group Inc. (the “Company”) of his decision to retire from his position as Senior Vice President and Chief Operating Officer of the Transmission and Distribution segment (“T&D”) of the Company, effective March 1, 2024 (the “Effective Date”). After March 1, 2024, Mr. Cooper will continue to be employed by the Company in a senior advisor role for a period of up to 90 days to assist with an orderly transition of his duties. Mr. Cooper’s current annual base salary, health and welfare benefits, and perquisites will continue unchanged during the continued employment period, however, as of March 1, 2024, he will cease to serve as an executive officer of the Company and his employment agreement with the Company will cease. Following the transition period, it is expected Mr. Cooper will continue employment with the Company in a senior role at a rate commensurate with the position which will be finalized by the Effective Date.
On January 25, 2024, the Board of Directors of the Company appointed Brian K. Stern, 53, to serve as Senior Vice President and Chief Operating Officer T&D, effective March 1, 2024. Mr. Stern has a combined 19 years of service with the Company and currently serves as the Company’s Group Vice President, T&D, a position he has held since January 2017. Prior to his current role, Mr. Stern served in various roles with the Company, including leading several of the Companies subsidiaries.
There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Stern and any of the Company’s executive officers, directors or persons nominated or chosen to become a director or executive officer. There is no arrangement or understanding between Mr. Stern and any other person pursuant to which Mr. Stern was appointed as an officer of the Company. There are no transactions in which Mr. Stern has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. Stern’s appointment to serve as Senior Vice President and Chief Operating Officer T&D, the Company expects to enter into an employment agreement with Mr. Stern (the “Stern Employment Agreement”), with an effective date of March 1, 2024. Under the Stern Employment Agreement, Mr. Stern is expected to be eligible to receive a base salary of $450,000 per year and is expected to be eligible to participate in all incentive, 401(k), profit sharing, retirement and welfare benefit plans, policies and arrangements generally applicable to our other similarly-situated executive officers. Subject to prior notice, the Stern Employment Agreement is expected to automatically renew annually for an additional one-year term following an initial term that would expire on March 1, 2025. The Stern Employment Agreement is expected to contain non-competition covenants restricting the ability of Mr. Stern to compete with us, solicit our clients or recruit our employees during the term of his employment and for a period of one year thereafter, as well as prohibit him from disclosing confidential information and trade secrets of the Company.
Under the Stern Employment Agreement, if Mr. Stern’s employment is terminated without cause, or he resigns with good reason, Mr. Stern is expected to be eligible to receive a lump sum severance payment equal to (1) two times the sum of his base salary and target bonus (or three times, in the case of a termination without cause or for good reason within one year following a "change of control" (as defined in the Stern Employment Agreement)) plus (2) the cost of maintaining COBRA continuation coverage for himself and his dependents for 24 months. The Stern Employment Agreement is not expected to provide for any golden parachute excise tax gross up.
* * * * *
The foregoing description of the terms of the Stern Employment Agreement is qualified in its entirety by reference to the terms and conditions of such agreement, which is expected to be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.
A copy of the press release announcing the foregoing management change is attached hereto as Exhibit 99.1 and 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.
| | | | | |
| |
| 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: January 25, 2024 | By: | /s/ WILLIAM F. FRY |
| | Name: | William F. Fry |
| | Title: | Vice President, Chief Legal Officer and Secretary |
