What changed in this filing

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Item 9A. Controls and Procedures

2021-03-03 compared with 2020-03-04 · 66 added, 74 removed, 137 unchanged (51% of the section changed)

13 unchanged sentences

Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

For the year ended December 31, 2019, management’s assessment of our internal control over financial reporting excluded the internal control over financial reporting of CSI Electrical Contractors, Inc., which was acquired on July 15, 2019.

Pursuant to the SEC’s general guidance that a recently acquired business may be omitted from the scope of an assessment in the year of the acquisition, the scope of our assessment does not include CSI Electrical Contractors, Inc.

As of December 31, 2019, CSI Electrical Contractors, Inc.

represented a total of approximately 14.8% and 20.4% of total assets and net assets, respectively, and 6.7.% and (2.9)% of contract revenues and income before income taxes, respectively, for the year then ended.

Changes in Internal Control Over Financial Reporting

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Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will detect or

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prevent all errors and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

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Other Information

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Directors, Executive Officers and Corporate Governance

Information required by this Item 10 related to our directors is incorporated by reference to the information to be included under “Proposal No.

Election of Directors” of our definitive Proxy Statement for our Annual Meeting of Stockholders scheduled to be held April 23, 2020 (our “2020 Proxy Statement”).

Information regarding the procedures by which our stockholders may recommend nominees to our board of directors is incorporated by reference to the information to be included under the heading “Nominating and Corporate Governance Committee Matters — Criteria for Nomination to the Board of Directors and Diversity” in our 2020 Proxy Statement.

Information about our Audit Committee, including its members, and our Audit Committee financial experts, is incorporated by reference to the information to be included under the headings “Audit Committee Matters” in our 2020 Proxy Statement.

The balance of the information required by this item is contained in the discussion entitled “Information about our Executive Officers” in Part I of this Annual Report on Form 10-K.

Information required by this Item 10 related to our directors is incorporated by reference to the information to be included under “Proposal 1.

Election of Directors” of our definitive Proxy Statement for our Annual Meeting of Stockholders scheduled expected to be held April 22, 2021 (the “2021 Proxy Statement”).

Information regarding the procedures by which our stockholders may recommend nominees to our board of directors is incorporated by reference to the information to be included under the heading “Nominating, Corporate Governance, Diversity and Inclusion Committee Matters and “2021 Annual Meeting of Stockholders” in the 2021 Proxy Statement.

There were no material changes to the procedures by which security holders may recommend nominees to our board of directors in 2020.

Information about our Audit Committee, including its members, and our Audit Committee financial experts, is incorporated by reference to the information to be included under the headings “Corporate Governance—Committee Membership and Meeting Attendance” and “Audit Committee Matters” in the 2021 Proxy Statement.

Information related to our executive officers is contained in the discussion entitled “Information about our Executive Officers” in Part I of this Annual Report on Form 10-K.

We have a code of ethics that applies to all of our directors, officers and other employees, including our principal executive officer, principal financial officer and principal accounting officer.

This code is publicly available on our website at www.myrgroup.com .

Amendments to the code of ethics or any grant of a waiver from a provision of the code that applies to our principal executive officer, principal financial officer and principal accounting officer requiring disclosure under applicable SEC and Nasdaq Global Market rules will be disclosed on our website.

Amendments to the code of ethics or any grant of a waiver from a provision of the code that applies to our principal executive officer, principal financial officer and principal accounting officer requiring disclosure under applicable SEC and Nasdaq Stock Market rules will be disclosed on our website.

The information on our website is not a part of this Annual Report on Form 10-K or incorporated into any other filings we make with the SEC.

Executive Compensation

The information required by this Item 11 is incorporated by reference to the information to be included in our 2020 Proxy Statement under the headings “Director Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation Tables” and “Compensation Committee Matters–Compensation Committee Report for the Year Ended December 31, 2019.”

The information required by this Item 11 is incorporated by reference to the information to be included in the 2021 Proxy Statement under the headings “Proposal 1.

Election of Directors - Director Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation Tables” and “Compensation Committee Matters–Compensation Committee Report”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

The following table sets forth certain information regarding our 2007 Long-Term Incentive Plan (Amended and Restated as of May 1, 2014) (the “2007 Plan”) and our 2017 Long-Term Incentive Plan (the “LTIP”) as of December 31, 2019.

At December 31, 2020, our only active equity compensation plan was the LTIP.

Plan Category

Number of securities

Plan Category Number of securities

to be issued upon

options, warrants

Weighted-average

(a) Weighted-average

exercise price

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options, warrants

Number of securities

(b) Number of securities

remaining available

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Equity compensation plans not approved by security holders — — —

Includes (i) 17,708 shares committed to be issued for performance awards granted in 2017 under the 2007 Plan (assumes actual performance for performance awards granted in 2017), (ii) 59,586 shares subject to outstanding option awards granted under the 2007 Plan, (iii) 276,490 shares committed to be

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issued for performance awards granted in 2018 and 2019 under the LTIP (assumes maximum performance) and (iv) 129,548 shares subject to outstanding restricted stock units granted under the LTIP.

The calculation in this column includes only option awards because the shares underlying other outstanding awards will be issued upon vesting or satisfaction of relevant performance criteria without any cash consideration payable for those shares.

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(1) Includes (i) 24,557 shares subject to outstanding option awards granted under the 2007 Plan, (ii) 378,938 shares subject to outstanding performance share awards granted in 2018, 2019 and 2020 under the LTIP (assumes maximum performance) and (iii) 165,789 shares subject to outstanding restricted stock units granted under the LTIP.

(2) The calculation in this column includes only option awards because the shares underlying other outstanding awards will be issued upon vesting or satisfaction of relevant performance criteria or time-based conditions without any cash consideration payable for those shares.

(3) Reflects securities remaining available for future issuance under our LTIP.

No further awards will be granted under the 2007 Plan.

Other information required by this Item 12 is incorporated by reference to the information to be included in our 2020 Proxy Statement under the headings “Ownership of Equity Securities” and “Compensation Discussion and Analysis.”

Other information required by this Item 12 is incorporated by reference to the information to be included in the 2021 Proxy Statement under the headings “Ownership of Equity Securities.”

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 is incorporated by reference to the information to be included in our 2020 Proxy Statement under the headings “Certain Relationships and Related Person Transactions” and “Corporate Governance — Director Independence.”

The information required by this Item 13 is incorporated by reference to the information to be included in the 2021 Proxy Statement under the headings “Certain Relationships and Related Person Transactions” and “Corporate Governance — Director Independence.”

Principal Accounting Fees and Services

The information required by this Item 14 is incorporated by reference to the information to be included in our 2020 Proxy Statement under the heading “Audit Committee Matters — Independent Auditors’ Fees.”

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The information required by this Item 14 is incorporated by reference to the information to be included in the 2021 Proxy Statement under the heading “Audit Committee Matters.”

Exhibits and Financial Statement Schedules

Documents filed as part of this Report

i) Documents filed as part of this Report

(1) The following Financial Statements are filed herewith in Item 8 of Part II above.

Report of Management

Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Financial Statements

Financial Statement Schedules

(a) Report of Management

(b) Reports of Independent Registered Public Accounting Firms

(d) Consolidated Statements of Operations

(e) Consolidated Statements of Comprehensive Income

(f) Consolidated Statements of Stockholders’ Equity

(g) Consolidated Statements of Cash Flows

(h) Notes to Financial Statements

ii) Financial Statement Schedules

All other supplemental schedules are omitted because of the absence of conditions under which they are required, or the required information is shown in the notes to the Financial Statements.

Form 10-K Summary

Registrants may voluntarily include a summary of information required by Form 10-K under the Item.16.

The Company has elected not to included such summary information.

iii) Exhibit List

Number Description

Restated Certificate of Incorporation, incorporated by reference to exhibit 3.1 of the Company’s Form 8-K (File No.

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333-148864), filed with the SEC on July 14, 2008

Description of Securities†

Description of Securities incorporated by reference to exhibit 4.2 of the Company’s Form 10-K for the year ended December 31, 2019 (File No.

001-08325), filed with the SEC on March 4, 2020

MYR Group Inc.

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001-08325), filed with the SEC on March 5, 2014+

Form of Independent Director Restricted Stock Award under 2007 Long-Term Incentive Plan, incorporated by reference to exhibit 10.17 of the Company’s Form 10-K for the year ended December 31, 2013 (File No.

001-08325), filed with the SEC on March 5, 2014+

Form of Independent Director Phantom Stock and Dividend Equivalents Award under the 2007 Long-Term Incentive Plan, incorporated by reference to exhibit 10.1 of the Company’s Form 10-Q for the quarter ended June 30, 2015 (File No.

001-08325), filed with the SEC on August 5, 2015+

Number Description

Employment agreement with Betty R.

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001-08325), filed with the SEC on March 9, 2017

Form of Restricted Stock Award Agreement (Named Executive Officer), incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

001-08325) under the 2007 Long-Term Incentive Plan, filed with the SEC on April 28, 2017+

Form of Restricted Stock Award Agreement (Named Executive Officer), under the 2007 Long-Term Incentive Plan, incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

001-08325) filed with the SEC on April 28, 2017+

Form of Performance Shares Award Agreement (Named Executive Officer) under the 2007 Long-Term Incentive Plan, incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K (File No.

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001-08325), filed with the SEC on March 6, 2019+

Number Description

Form of Performance Shares Award Agreement (Named Executive Officer) under the 2017 Long-Term Incentive Plan, incorporated by reference to exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No.

2 unchanged sentences

001-08325), filed with the SEC on July 31, 2019+

Amendment No.

2 to Amended and Restated Credit Agreement, dated June 7, 2019, incorporated by reference to exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q (File No.

001-08325), filed with the SEC on July 31, 2019

Asset Purchase Agreement, dated as of July 15, 2019, by and among MYR Group, Inc., certain subsidiaries of MYR Group, Inc., as purchasers, and CSI Electrical Contractors, Inc., incorporated by reference to exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q (File No.

2 unchanged sentences

001-08325), filed with the SEC on October 30, 2019

MYR Group Inc.

2017 Long-Term Incentive Plan (Amended and Restated as of April 23, 2020), incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

001-08325), filed with the SEC on April 27, 2020+

List of Subsidiaries†

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Certification of Chief Financial Officer pursuant to 18 U.S.C.

XBRL Instance Document*

XBRL Taxonomy Extension Schema Document*

XBRL Taxonomy Extension Calculation Linkbase Document*

XBRL Taxonomy Extension Definition Linkbase Document*

XBRL Taxonomy Extension Label Linkbase Document*

XBRL Taxonomy Extension Presentation Linkbase Document*

101.INS Inline XBRL Instance Document*

101.SCH Inline XBRL Taxonomy Extension Schema Document*

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document*

104 Cover Page Interactive Data File (formatted as Inline XBRL document and contained in Exhibit 101)

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† Filed herewith.

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* Electronically filed.

Form 10-K Summary

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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March 3, 2021

Senior Vice President, Chief Financial

Officer and Treasurer

Senior Vice President and Chief Financial

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

President, Chief Executive Officer and Director (Principal Executive Officer)

March 4, 2020

Senior Vice President, Chief Financial Officer

and Treasurer (Principal Financial Officer and Principal Accounting Officer)

March 4, 2020

Chairman of the Board of Directors

March 4, 2020

Signature Title Date

* President, Chief Executive Officer and Director (Principal Executive Officer) March 3, 2021

JOHNSON Senior Vice President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer) March 3, 2021

* Chairman of the Board of Directors March 3, 2021

* Director March 3, 2021

Shirin O'Connor

* Director March 3, 2021

JOHNSON March 3, 2021

(Attorney-in-fact)

March 4, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures