Form 8-K







Date of Report (Date of earliest event reported): July 26, 2018



(Exact name of registrant as specified in its charter)


Delaware 1-08325 36-3158643

(State or other jurisdiction

of incorporation)


File Number)

(I.R.S. Employer
Identification No.)


1701 Golf Road, Suite 3-1012

Rolling Meadows, IL

(Address of principal executive offices) (ZIP Code)


Registrant’s telephone number, including area code: (847) 290-1891



(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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨






Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On July 26, 2018, the board of directors (the “Board”) of MYR Group Inc. (“MYR”) appointed Jennifer E. Lowry as a director of MYR, effective July 27, 2018. Ms. Lowry was appointed as a Class I director with an initial term expiring at the 2020 annual meeting of stockholders. Ms. Lowry will serve on the Board’s Audit Committee.


There is no arrangement or understanding between Ms. Lowry and any other persons pursuant to which Ms. Lowry was selected as a director. There are no, nor have there been any, related persons transactions between MYR and Ms. Lowry reportable under Item 404(a) of Regulation S-K.


Ms. Lowry will receive the standard compensation received by MYR’s non-employee directors as disclosed in MYR’s 2018 Proxy Statement filed with the Securities and Exchange Commission on March 8, 2018.


On July 30, 2018, MYR issued a press release announcing the appointed of Ms. Lowry as a director. The press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


99.1 MYR Group Inc. Press Release, dated July 30, 2018






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.


Dated:   July 30, 2018 By: /s/ GERALD B. ENGEN, JR.
    Name: Gerald B. Engen, Jr.
    Title: Senior Vice President, Chief Legal Officer and Secretary





Exhibit 99.1


MYR  logo with tagline.jpg




MYR Group Inc. Announces Appointment of New Board Member


Rolling Meadows, Ill., July 30, 2018 — MYR Group Inc. (“MYR Group”) (NASDAQ: MYRG), announced today the appointment of Jennifer E. Lowry to the company’s board of directors (the “Board”), effective July 27, 2018. The Board determined that Ms. Lowry will be a Class I director with an initial term expiring at the 2020 annual meeting of stockholders. Ms. Lowry will serve on the Board’s Audit Committee.


“We are excited to announce Jennifer’s appointment as a new member of our Board of Directors,” said MYR Group’s Chairman of the Board, Kenneth M. Hartwick. “She brings industry knowledge and expertise, strong leadership qualities and a diverse set of governance skills. Her financial and strategic transactional experience with both national and global organizations will offer a unique perspective to our Board. We welcome Jennifer in her new role and look forward to her contributions.”


In November 2016, Ms. Lowry became Vice President of Corporate Finance for McCormick & Company, Inc. Prior to that, she held several executive positions at companies within the electric power industry including AES Corporation; Cogentrix Energy Power Management, LLC; Exelon Corporation; and Constellation Energy Resources, LLC (now an Exelon Company).


Ms. Lowry has served on numerous governing committees within Constellation and Exelon and is currently Vice Chair of the Maryland Zoo Board of Trustees. She attended Dartmouth College where she obtained a Bachelor of Arts degree and Bachelor of Engineering degree, and she holds a Masters in Management from the Northwestern University Kellogg School of Management.


About MYR Group Inc.

MYR Group is a holding company of leading specialty contractors serving the electric utility infrastructure, commercial and industrial construction markets throughout the United States and western Canada who have the experience and expertise to complete electrical installations of any type and size. Their comprehensive services on electric transmission and distribution networks and substation facilities include design, engineering, procurement, construction, upgrade, maintenance and repair services. 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. Commercial and industrial electrical contracting services are provided 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,” “encouraged,” “estimate,” “expect,” “intend,” “likely,” “may,” “objective,” “outlook,” “plan,” “possible,” “potential,” “project,” “remain confident,” “should” “unlikely,” 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 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, 2017, 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.




MYR Group Inc. Contact:

Betty R. Johnson, Chief Financial Officer, 847-290-1891, investorinfo@myrgroup.com


Investor Contact:

Steve Carr, Dresner Corporate Services, 312-780-7211, scarr@dresnerco.com