UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 23, 2016
MYR GROUP INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-08325 | 36-3158643 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1701 Golf Road, Suite 3-1012 Rolling Meadows, IL |
60008 | |
| (Address of Principal Executive Offices) | (ZIP Code) |
Registrant’s telephone number, including area code: (847) 290-1891
None
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 23, 2016, John P. Schauerman notified the Chairman of the Board of Directors (the “Board”) of MYR Group Inc. (the “Company”) of his decision to resign, effective immediately, from his position as a member of the Board. Mr. Schauerman’s resignation was to pursue other opportunities and did not result from any disagreements with management or the Board.
Mr. Schauerman was a Class III director of the Company and also served on the Company’s Audit Committee and Nominating and Corporate Governance Committee.
A copy of the Company’s press release regarding the resignation of Mr. Schauerman from the Company’s Board is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | The following exhibit is being filed with this Current Report on Form 8-K. |
| 99.1 | MYR Group Inc. Press Release dated November 29, 2016. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MYR GROUP INC. | |||
| Dated: November 29, 2016 | By: | /s/ GERALD B. ENGEN, JR. | |
|
Name: |
Gerald B. Engen, Jr. | ||
| Title: | Senior Vice President, Chief Legal Officer and Secretary
| ||
exhibit index
| Exhibit No. | Description | |
| 99.1 | MYR Group Inc. Press Release dated November 29, 2016. |
Exhibit 99.1
MYR Group Inc. Announces Resignation of John P. Schauerman
from Board of Directors
Rolling Meadows, Ill., November 29, 2016 — MYR Group Inc. (“MYR Group” or the “Company”) (NASDAQ: MYRG), a leading specialty contractor serving the electrical infrastructure market in the United States and Canada, announced that, effective November 23, 2016, John P. Schauerman resigned from the Company’s Board of Directors (the “Board”). Mr. Schauerman resigned to pursue other business opportunities.
Bill Koertner, MYR Group’s President and Chief Executive Officer, said, “On behalf of MYR Group’s Board of Directors and management team, we would like to thank Mr. Schauerman for his service to our Company and we wish him well with his future endeavors.”
Mr. Schauerman was appointed to the Board in March 2016. Prior to his resignation, Mr. Schauerman also served on the Company’s Audit Committee and Nominating and Corporate Governance Committee. Before joining the Board, Mr. Schauerman most recently served as Executive Vice President of Corporate Development of Primoris Services Corporation, a specialty construction and infrastructure company.
About MYR Group Inc.
MYR Group is a leading specialty contractor serving the electrical infrastructure market throughout the United States and Canada, and has the experience and expertise to complete electrical installations of any type and size. MYR Group’s comprehensive services on electric transmission and distribution networks and substation facilities include design, engineering, procurement, construction, upgrade, maintenance and repair services. MYR Group’s transmission and distribution customers include investor-owned utilities, cooperatives, private developers, government-funded utilities, independent power producers, independent transmission companies, industrial facility owners and other contractors. MYR Group also provides commercial and industrial electrical contracting services to general contractors, commercial and industrial facility owners, local governments and developers generally throughout the western and northeastern United States and western Canada. For more information, visit myrgroup.com.
Forward-Looking Statements
Various statements in this announcement, including those that express a belief, expectation, or intention, as well as those that are not statements of historical fact, are forward-looking statements. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenue, income, capital spending, segment improvements and investments. Forward-looking statements are generally accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “objective,” “outlook,” “plan,” “project,” “likely,” “unlikely,” “possible,” “potential,” “should” or other words that convey the uncertainty of future events or outcomes. The forward-looking statements in this announcement speak only as of the date of this announcement; we disclaim any obligation to update these statements (unless required by securities laws), and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. No forward-looking statement can be guaranteed and actual results may differ materially from those projected. Forward-looking statements in this press announcement should be evaluated together with the many uncertainties that affect MYR Group's business, particularly those mentioned in the risk factors and cautionary statements in Item 1A of MYR Group's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and in any risk factors or cautionary statements contained in MYR Group's subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.
Contact
Betty R. Johnson, Chief Financial Officer
MYR Group Inc., 847-290-1891, investorinfo@myrgroup.com
Kristine Walczak
Dresner Corporate Services, 312-780-7240, kwalczak@dresnerco.com