What changed in this filing

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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-28 · 51 added, 41 removed, 139 unchanged (40% of the section changed)

32 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 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”).

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

2 unchanged sentences

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.

Information regarding our insider trading policies and procedures is incorporated by reference to the information to be included under the heading “Insider Trading Policy” in the 2025 Proxy Statement.

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 2025 Proxy Statement under the headings “Proposal 1.

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”.

Election of Two Class III Director Nominees for One-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

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.”

Equity Compensation Plan Information

The following table sets forth certain information regarding our 2017 Long-Term Incentive Plan (Amended and Restated as of April 24, 2024) (the “LTIP”) as of December 31, 2024.

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 222,134 (1)

$ — 1,135,271 (2)

Equity compensation plans not approved by security holders — — —

Total 222,134 (1)

— 1,135,271 (2)

___________________________________________

(1) Includes (i) 145,410 shares subject to outstanding performance share awards granted in 2022, 2023 and 2024 under the LTIP (actual performance for 2022 which vested on December 31, 2024 and were issued on February 19, 2025 and assumes maximum performance for 2023 and 2024) and (ii) 76,724 shares subject to outstanding restricted stock units granted under the LTIP.

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

Other information required by this Item 12 is incorporated by reference to the information to be included in the 2025 Proxy Statement under the headings “Ownership of Equity Securities.”

Certain Relationships and Related Transactions, and Director Independence

2 unchanged sentences

The information required by this Item 14 is incorporated by reference to the information to be included in the 2025 Proxy Statement under the heading “Audit Committee Matters.”

Exhibit and Financial Statement Schedules

Exhibits and Financial Statement Schedules

i) Documents filed as part of this Report

12 unchanged sentences

Number Description

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.

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

3 unchanged sentences

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

Description of Securities †

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 Current Report on Form 8-K (File No.

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

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+

Description of Securities , incorporated by reference to exhibit 4.2 of the Company’s Annual Report on Form 10-K (File No.

001-08325), filed with the SEC on February 2 8 , 202 4

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.

2 unchanged sentences

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

Employment agreement with Betty R.

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 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+

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.

Schauerman, 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 March 23, 2016

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

4 unchanged sentences

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 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 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

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.

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

Form of Restricted Stock Units Award Agreement (Director) under the 2017 Long-Term Incentive Plan, incorporated by reference to exhibit 10.4 of the Company’s Current Report on Form 8-K (File No.

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

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

1 unchanged sentence

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 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 Quarterly Report on Form 10-Q (File No.

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

Number Description

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

1 unchanged sentence

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

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 May 1, 2019+

Form of Non-Employee Directors Restricted Stock Unit Award Agreement 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

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+

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

Number Description

11 unchanged sentences

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

Employment Agreement, dated March 1, 2024 between the Company and Brian K.

Stern, 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 1, 2024+

Form of Performance Shares Award Agreement (Named Executive Officer), incorporated by reference to exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q (File No.

001-08325), filed with the SEC on May 1, 2024+

Form of Restricted Stock Unit Award Agreement (Named Executive Officer), 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 1, 2024+

MYR Group Inc.

2017 Long-Term Incentive Plan (Amended and Restated as of April 24, 2024), 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 29, 2024+

Amendment No.

1 to the Third Amended and Restated Credit Agreement, dated May 21, 2024, 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 31, 2024

Insider Trading Policy†

List of Subsidiaries†

Consent of Crowe LLP†

Consent of Cr owe LLP †

Power of Attorney†

3 unchanged sentences

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

Compensation Clawback Policy†

Compensation Clawback Policy, incorporated by reference to exhibit 97.1 of the Company’s Annual Report on Form 10-K (File No.

001-08325), filed with the SEC on February 28, 2024

101.INS Inline XBRL Instance Document*

101.SCH Inline XBRL Taxonomy Extension Schema Document*

Number Description

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document*

5 unchanged sentences

† Filed herewith.

†† Furnished herewith.

+ Indicates management contract or compensatory plan or arrangement.

21 unchanged sentences

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