10 unchanged sentences
Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
−Removed: In addition, Crowe LLP, an independent registered public accounting firm, audited and reported on the 2020 Financial Statements included in this Annual Report on Form 10-K, has issued an attestation report on our internal control over financial reporting.
+Added: In addition, Crowe LLP, an independent registered public accounting firm, audited and reported on the 2021 Financial Statements included in this Annual Report on Form 10-K, and has issued an attestation report on our internal control over financial reporting.
The report is included in “Item 8.
14 unchanged sentences
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
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 1.
−Removed: 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”).
−Removed: 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.
+Added: Election of Two Class III Director Nominees for Three-Year Terms” of our definitive Proxy Statement for our Annual Meeting of Stockholders scheduled expected to be held April 21, 2022 (the “2022 Proxy Statement”).
+Added: regarding delinquent Section 16(a) reports is incorporated by reference to the information to be included under the heading
+Added: “Delinquent Section 16(a) Reports” in the 2022 Proxy Statement.
+Added: 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, Environmental, Social and Corporate Governance Committee Matters and “2022 Annual Meeting of Stockholders” in the 2022 Proxy Statement.
There were no material changes to the procedures by which security holders may recommend nominees to our board of directors in 2021.
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 2022 Proxy Statement.
−Removed: 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.
+Added: Information related to our executive officers is contained in the section 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.
4 unchanged sentences
The information required by this Item 11 is incorporated by reference to the information to be included in the 2022 Proxy Statement under the headings “Proposal 1.
−Removed: Election of Directors - Director Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation Tables” and “Compensation Committee Matters–Compensation Committee Report”
+Added: Election of Two Class III Director Nominees for Three-Year Terms - Non Employee Director Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation Tables” and “Compensation Committee Matters”.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
2 unchanged sentences
At December 31, 2021, our only active equity compensation plan was the LTIP.
+Added: Equity Compensation Plan Information
Plan Category Number of securities
12 unchanged sentences
Equity compensation plans not approved by security holders — — —
+Added: Total 506,780 (1)
___________________________________________
−Removed: (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.
−Removed: (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.
+Added: (1) Includes (i) 2,709 shares subject to outstanding option awards granted under the 2007 Plan, (ii) 371,574 shares subject to outstanding performance share awards granted in 2019, 2020 and 2021 under the LTIP (actual performance for 2019 which vested on December 31, 2021 and were issued on February 16, 2022 and assumes maximum performance for 2020 and 2021) and (iii) 132,497 shares subject to outstanding restricted stock units granted under the LTIP.
+Added: (2) The weighted-average exercise price 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.
3 unchanged sentences
The information required by this Item 13 is incorporated by reference to the information to be included in the 2022 Proxy Statement under the headings “Certain Relationships and Related Person Transactions” and “Corporate Governance — Director Independence.”
−Removed: Principal Accounting Fees and Services
+Added: Principal Accountant Fees and Services
The information required by this Item 14 is incorporated by reference to the information to be included in the 2022 Proxy Statement under the heading “Audit Committee Matters.”
33 unchanged sentences
001-08325), filed with the SEC on May 7, 2014+
−Removed: Form of Named Executive Officer Restricted Stock Award under 2007 Long-Term Incentive Plan, incorporated by reference to exhibit 10.15 of the Company’s Form 10-K for the year ended December 31, 2013 (File No.
−Removed: 001-08325), filed with the SEC on March 5, 2014+
−Removed: Form of Named Executive Officer Performance Share Award under 2007 Long-Term Incentive Plan, incorporated by reference to exhibit 10.16 of the Company’s Form 10-K for the year ended December 31, 2013 (File No.
−Removed: 001-08325), filed with the SEC on March 5, 2014+
−Removed: Number Description
Employment agreement with Betty R.
3 unchanged sentences
001- 08325), filed with the SEC on March 3, 2016+
+Added: Number Description
Agreement, dated March 22, 2016, by and among MYR Group Inc., Engine Capital Management, LLC, Engine Capital, L.P., Engine Jet Capital, L.P., Engine Airflow Capital, L.P., Engine Investments, LLC, Engine Investments II, LLC, Arnaud Ajdler and John P.
1 unchanged sentence
001-08325), filed with the SEC on March 23, 2016
−Removed: Amended and Restated Employment Agreement, dated January 1, 2017, between the Company and William A.
−Removed: Koertner, incorporated by reference to exhibit 10.24 of the Company’s Form 10-K for the year ended December 31, 2016 (File No.
−Removed: 001-08325), filed with the SEC on March 9, 2017+
Amendment to the Employment Agreement, dated January 1, 2017, between the Company and Richard S.
9 unchanged sentences
001-08325), filed with the SEC on March 9, 2017
−Removed: 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.
−Removed: 001-08325) filed with the SEC on April 28, 2017+
−Removed: 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.
−Removed: 001-08325), filed with the SEC on April 28, 2017+
Form of Restricted Stock Units Award Agreement (Non-Employee Director) under the 2017 Long-Term Incentive Plan, incorporated by reference to exhibit 10.3 of the Company’s Current Report on Form 8-K (File No.
14 unchanged sentences
001-08325), filed with the SEC on March 6, 2019+
−Removed: 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.
6 unchanged sentences
001-08325), filed with the SEC on October 30, 2019
+Added: Number Description
MYR Group Inc.
1 unchanged sentence
001-08325), filed with the SEC on April 27, 2020+
+Added: 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.
+Added: 001-08325), filed with the SEC on April 28 , 20 21 +
List of Subsidiaries†
20 unchanged sentences
MYR GROUP INC.
−Removed: March 3, 2021
+Added: February 23, 2022
Senior Vice President and Chief Financial
1 unchanged sentence
Signature Title Date
−Removed: * President, Chief Executive Officer and Director (Principal Executive Officer) March 3, 2021
+Added: * President, Chief Executive Officer and Director (Principal Executive Officer) February 23, 2022
JOHNSON Senior Vice President and Chief Financial Officer
−Removed: (Principal Financial Officer and Principal Accounting Officer) March 3, 2021
−Removed: * Chairman of the Board of Directors March 3, 2021
−Removed: * Director March 3, 2021
−Removed: * Director March 3, 2021
−Removed: * Director March 3, 2021
−Removed: * Director March 3, 2021
−Removed: * Director March 3, 2021
−Removed: Shirin O'Connor
−Removed: * Director March 3, 2021
−Removed: * Director March 3, 2021
−Removed: JOHNSON March 3, 2021
+Added: (Principal Financial Officer and Principal Accounting Officer) February 23, 2022
+Added: * Chairman of the Board of Directors February 23, 2022
+Added: * Director February 23, 2022
+Added: * Director February 23, 2022
+Added: * Director February 23, 2022
+Added: * Director February 23, 2022
+Added: * Director February 23, 2022
+Added: * Director February 23, 2022
+Added: * Director February 23, 2022
+Added: JOHNSON February 23, 2022
(Attorney-in-fact)
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.