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Item 9A. Controls and Procedures

2023-02-22 compared with 2022-02-23 · 46 added, 33 removed, 166 unchanged (32% of the section changed)

4 unchanged sentences

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and provided reasonable assurance related to the matters stated in the above paragraph as of December 31, 2022.

Evaluation of Internal Control over Financial Reporting

We completed our acquisition of the Powerline Plus Companies on January 4, 2022 and have not yet included the Powerline Plus Companies in our assessment of the effectiveness of our internal control over financial reporting.

We are currently integrating the Powerline Plus Companies into our operations, compliance programs and internal control processes.

Accordingly, pursuant to the SEC's general guidance that an assessment of a recently acquired business may be omitted from the scope of an assessment in the year of acquisition, the scope of our assessment of the effectiveness of our disclosure controls and procedures does not include the Powerline Plus Companies.

As of December 31, 2022, the Powerline Plus Companies represented a total of approximately 3.2% and 1.1% of out of scope total assets and net assets, respectively, and 2.6% and 6.7% of contract revenues and out of scope income before income taxes, respectively, for the year then ended.

Management’s Evaluation of Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

3 unchanged sentences

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

For the year ended December 31, 2022, management’s assessment of our internal control over financial reporting excluded the internal control over financial reporting of the Powerline Plus Companies, which was acquired on January 4, 2022.

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 the Powerline Plus Companies.

In addition, Crowe LLP, an independent registered public accounting firm, audited and reported on the 2022 Financial Statements included in this Annual Report on Form 10-K, and has issued an attestation report on our internal control over financial reporting.

19 unchanged sentences

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 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”).

regarding delinquent Section 16(a) reports is incorporated by reference to the information to be included under the heading

“Delinquent Section 16(a) Reports” in the 2022 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, Environmental, Social and Corporate Governance Committee Matters and “2022 Annual Meeting of Stockholders” in the 2022 Proxy Statement.

Election of Three Class I Director Nominees for Three-Year Terms” of our definitive Proxy Statement for our Annual Meeting of Shareholders scheduled expected to be held April 20, 2023 (the “2023 Proxy Statement”).

Information regarding the procedures by which our shareholders 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 “2024 Annual Meeting of Shareholders” in the 2023 Proxy Statement.

There were no material changes to the procedures by which security holders may recommend nominees to our board of directors in 2022.

7 unchanged sentences

The information required by this Item 11 is incorporated by reference to the information to be included in the 2023 Proxy Statement under the headings “Proposal 1.

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

Election of Three Class I 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 Shareholder Matters

Equity Compensation Plan Information

27 unchanged sentences

The information required by this Item 14 is incorporated by reference to the information to be included in the 2023 Proxy Statement under the heading “Audit Committee Matters.”

Exhibits and Financial Statement Schedules

Exhibit and Financial Statement Schedules

i) Documents filed as part of this Report

1 unchanged sentence

(a) Report of Management

(b) Reports of Independent Registered Public Accounting Firms

(b) Report of Independent Registered Public Accounting Firms

1 unchanged sentence

(e) Consolidated Statements of Comprehensive Income

(f) Consolidated Statements of Stockholders’ Equity

(f) Consolidated Statements of Shareholders’ Equity

(g) Consolidated Statements of Cash Flows

4 unchanged sentences

Number Description

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

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

001-08325), filed with the SEC on May 7, 2014

Amended and Restated By-Laws, incorporated by reference to exhibit 3.1 of the Company’s Form 8-K (File No.

Amended and Restated By-Laws, incorporated by reference to exhibit 3.1 of the Company’s Current Report on Form 8-K (File No.

001-08325), filed with the SEC on December 22, 2015

1 unchanged sentence

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

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.

Description of Securities incorporated by reference to exhibit 4.2 of the Company’s Annual Report on 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.

2007 Long-Term Incentive Plan (Amended and Restated as of May 1, 2014), incorporated by reference to exhibit 10.1 of the Company’s Form 8-K (File No.

2007 Long-Term Incentive Plan (Amended and Restated as of May 1, 2014), 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 May 7, 2014+

Form of Named Executive Officer Nonqualified Stock Option 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 March 31, 2010 (File No.

Form of Named Executive Officer Nonqualified Stock Option Award under the 2007 Long-Term Incentive Plan, incorporated by reference to exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (File No.

001-08325), filed with the SEC on May 10, 2010+

Form of Employment Agreement, dated March 11, 2010, between the Registrant and Executive Officer, incorporated by reference to exhibit 10.5 of the Company’s Form 10-Q for the quarter ended March 31, 2010 (File No.

Form of Employment Agreement, dated March 11, 2010, between the Registrant and Executive Officer, incorporated by reference to exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (File No.

001-08325), filed with the SEC on May 10, 2010+

Form of Indemnification Agreement for Directors and Officers, incorporated by reference to exhibit 10.1 of the Company’s Form 8-K (File No.

Form of Indemnification Agreement for Directors and Officers, 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 May 11, 2011+

2 unchanged sentences

Employment agreement with Betty R.

Johnson, incorporated by reference to exhibit 10.1 of the Company’s Form 10-Q for the quarter ended September 30, 2015 (File No.

Johnson, incorporated by reference to exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (File No.

001-08325), filed with the SEC on November 4, 2015+

Employment Agreement, dated April 29, 2015 between the Company and Tod Cooper, incorporated by reference to exhibit 10.21 of the Company’s Form 10-K for the year ended December 31, 2015 (File No.

Employment Agreement, dated April 29, 2015 between the Company and Tod Cooper, incorporated by reference to exhibit 10.21 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No.

001- 08325), filed with the SEC on March 3, 2016+

4 unchanged sentences

Amendment to the Employment Agreement, dated January 1, 2017, between the Company and Richard S.

Swartz, Jr., incorporated by reference to exhibit 10.25 of the Company’s Form 10-K for the year ended December 31, 2016 (File No.

Swartz, Jr., incorporated by reference to exhibit 10.25 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No.

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

Amendment to the Employment Agreement, dated January 1, 2017, between the Company and Tod M.

Cooper, incorporated by reference to exhibit 10.26 of the Company’s Form 10-K for the year ended December 31, 2016 (File No.

Cooper, incorporated by reference to exhibit 10.26 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No.

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

Employment Agreement, dated January 1, 2017, between the Company and Jeffrey J.

Waneka, incorporated by reference to exhibit 10.27 of the Company’s Form 10-K for the year ended December 31, 2016 (File No.

Waneka, incorporated by reference to exhibit 10.27 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No.

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

Agreement, dated January 30, 2017, 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 and Bradley Favreau, incorporated by reference to exhibit 10.28 of the Company’s Form 10-K for the year ended December 31, 2016 (File No.

Agreement, dated January 30, 2017, 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 and Bradley Favreau, incorporated by reference to exhibit 10.28 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No.

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

4 unchanged sentences

Amendment to the Amended and Restated Employment Agreement, dated April 11, 2017, between the Company and Richard S.

Swartz, Jr., incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 10-Q (File No.

Swartz, Jr., incorporated by reference to exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No.

001-08325), filed with the SEC on May 3, 2017+

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

Form of Restricted Stock Unit 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.

001-08325), filed with the SEC on May 2, 2018+

Form of Performance Shares Award Agreement (Named Executive Officer) under the 2017 Long-Term Incentive Plan, incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 10-Q (File No.

Form of Performance Shares Award Agreement (Named Executive Officer) under the 2017 Long-Term Incentive Plan, 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 May 2, 2018+

Asset Purchase Agreement, dated as of July 2, 2018, by and among MYR Group, Inc., certain subsidiaries of MYR Group, Inc., as purchasers, and Huen Electric, Inc., incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 10-Q (File No.

001-08325), filed with the SEC on August 1, 2018

Employment Agreement, dated January 21, 2019, between the Company and William F.

7 unchanged sentences

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

Second Amended and Restated Credit Agreement, dated September 13, 2019, by and among MYR Group Inc., the lenders party thereto, Bank of Montreal and Wells Fargo Bank, National Association, as Co-Documentation Agents, Bank of America, N.A., as Syndication Agent and JPMorgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 10-Q (File No.

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

Number Description

MYR Group Inc.

1 unchanged sentence

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

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.

001-08325), filed with the SEC on April 28, 2021+

001-08325), filed with the SEC on April 27, 2022+

Employment Agreement, dated January 9, 2023 between the Company and Kelly M.

Huntington† +

List of Subsidiaries†

20 unchanged sentences

MYR GROUP INC.

WYNN (NÉE JOHNSON)

February 22, 2023

Wynn (née Johnson)

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.

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

Signature Title Date

* President, Chief Executive Officer and Director (Principal Executive Officer) February 22, 2023

JOHNSON Senior Vice President and Chief Financial Officer

WYNN (NÉE JOHNSON) Senior Vice President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer) February 22, 2023

Wynn (née Johnson)

* Chairman of the Board of Directors February 22, 2023

6 unchanged sentences

* Director February 22, 2023

JOHNSON February 23, 2022

WYNN (NÉE JOHNSON) February 22, 2023

Wynn (née Johnson))

(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.

What changed 10-K

Item 9A. Controls and Procedures