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Item 9A. Controls and Procedures

2024-02-28 compared with 2023-02-22 · 22 added, 54 removed, 158 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, 2023.

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

4 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 2023 Financial Statements included in this Annual Report on Form 10-K, and has issued an attestation report on our internal control over financial reporting.

15 unchanged sentences

Other Information

None of the Company’s directors or "officers" (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, during the Company’s quarter ended December 31, 2023.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2 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 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”).

Election of Two Class II Director Nominees for Two-Year Terms” of our definitive Proxy Statement for our Annual Meeting of Shareholders scheduled expected to be held April 24, 2024 (the “2024 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 “2025 Annual Meeting of Shareholders” in the 2024 Proxy Statement.

8 unchanged sentences

The information required by this Item 11 is incorporated by reference to the information to be included in the 2024 Proxy Statement under the headings “Proposal 1.

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”.

Election of Two Class II Director Nominees for Two-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

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 (Amended and Restated as of April 23, 2020) (the “LTIP”) as of December 31, 2022.

At December 31, 2022, our only active equity compensation plan was the LTIP.

Equity Compensation Plan Information

Plan Category Number of securities

to be issued upon

options, warrants

(a) Weighted-average

exercise price

of outstanding

options, warrants

(b) Number of securities

remaining available

for future issuance

compensation plans

(excluding shares

Equity compensation plans approved by security holders 407,869 (1)

Equity compensation plans not approved by security holders — — —

Total 407,869 (1)

___________________________________________

(1) Includes (i) 869 shares subject to outstanding option awards granted under the 2007 Plan, (ii) 304,384 shares subject to outstanding performance share awards granted in 2020, 2021 and 2022 under the LTIP (actual performance for 2020 which vested on December 31, 2022 and were issued on February 15, 2023 and assumes maximum performance for 2021 and 2022) and (iii) 102,616 shares subject to outstanding restricted stock units granted under the LTIP.

(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.

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 the 2023 Proxy Statement under the headings “Ownership of Equity Securities.”

The information required by this Item 12 is incorporated by reference to the information to be included in our 2024 Proxy Statement under the headings “Ownership of Equity Securities,” and “Compensation Discussion and Analysis.”

Certain Relationships and Related Transactions, and Director Independence

17 unchanged sentences

Number Description

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 Current Report on Form 8-K (File No.

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

Certificate of Amendment to the Restated Certificate of Incorporation of MYR Group Inc., incorporated by reference to exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q (File No.

001-08325), filed with the SEC on October 25, 2023

Amended and Restated By-Laws of MYR Group Inc., effective April 20, 2023, 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 April 24, 2023

Specimen Common Stock Certificate, incorporated by reference to exhibit 4.2 of the Company’s Registration Statement on Form S-1/A (File No.

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

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

Description of Securities †

MYR Group Inc.

1 unchanged sentence

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 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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (File No.

44 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 Quarterly Report on Form 10-Q (File No.

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

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+

Number Description

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.

3 unchanged sentences

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

Huntington† +

Huntington, incorporated by reference to exhibit 10.27 of the Company’s Annual Report on Form 10-K (File No.

001-08325), filed with the SEC on February 22, 2023+

Employment Agreement, dated May 1, 2023, between the Company and Don A.

Egan, 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 July 26, 2023+

Third Amended and Restated Credit Agreement, dated May 31, 2023, by and among MYR Group Inc., the lenders party thereto, Bank of Montreal, CIBC Bank USA, TD Bank, N.A.

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 10.2 of the Company’s Quarterly Report on Form 10-Q (File No.

001-08325), filed with the SEC on July 26, 2023

List of Subsidiaries†

5 unchanged sentences

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

Compensation Clawback Policy†

101.INS Inline XBRL Instance Document*

13 unchanged sentences

MYR GROUP INC.

WYNN (NÉE JOHNSON)

February 28, 2024

Wynn (née Johnson)

Senior Vice President and Chief Financial

2 unchanged sentences

* President, Chief Executive Officer and Director (Principal Executive Officer) February 28, 2024

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

HUNTINGTON Senior Vice President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer) February 28, 2024

Wynn (née Johnson)

* Chairman of the Board of Directors February 22, 2023

* Director February 22, 2023

* Chair of the Board of Directors February 28, 2024

* Director February 28, 2024

4 unchanged sentences

* Director February 28, 2024

WYNN (NÉE JOHNSON) February 22, 2023

Wynn (née Johnson))

HUNTINGTON February 28, 2024

(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