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): March 27, 2023
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (303 ) 286-8000
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Securities registered pursuant to Section 12(b) of the Act:
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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 March 27, 2023, as part of a planned leadership succession process, Jeffrey J. “Jeff” Waneka notified MYR Group Inc. (the “Company”) of his decision to retire as Senior Vice President and Chief Operating Officer of the Company’s Commercial and Industrial (“C&I”) segment, effective May 1, 2023 (the “Effective Date”). Following the Effective Date, Mr. Waneka is expected to remain in an advisory role with the Company for up to three months to assist with an orderly transition of his duties. Mr. Waneka's annual base salary, health and welfare benefits, and perquisites will continue unchanged during the continued employment period, but he will not be entitled to an annual incentive opportunity for 2023.
On March 27, 2023, the Board of Directors of the Company appointed Don A. Egan, 52, to serve as Senior Vice President and Chief Operating Officer C&I, effective May 1, 2023. Mr. Egan currently serves as the Company’s Group Vice President, C&I, a position he has held since January 2017. Prior to his current role, Mr. Egan served in various roles with the Company and its subsidiaries since joining a subsidiary of the Company in 1992, including leading several of the Companies subsidiaries.
There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Egan and any of the Company’s executive officers or directors or persons nominated or chosen to become a director or executive officer. There is no arrangement or understanding between Mr. Egan and any other person pursuant to which Mr. Egan was appointed as an officer of the Company. There are no transactions in which Mr. Egan has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. Egan’s appointment to serve as Senior Vice President and Chief Operating Officer C&I, the Company expects to enter into an employment agreement with Mr. Egan (the “Egan Employment Agreement”), with an effective date of May 1, 2023. Under the Egan Employment Agreement, Mr. Egan is expected to be eligible to receive a base salary of $390,000 per year and is expected to be eligible to participate in all incentive, 401(k), profit sharing, retirement and welfare benefit plans, policies and arrangements generally applicable to our other similarly-situated executive officers. Subject to prior notice, the Egan Employment Agreement is expected to automatically renew annually for an additional one-year term following an initial term that would expire on May 1, 2024. The Egan Employment Agreement is expected to contain non-competition covenants restricting the ability of Mr. Egan to compete with us, solicit our clients or recruit our employees during the term of his employment and for a period of one year thereafter, as well as prohibit him from disclosing confidential information and trade secrets of the Company.
Under the Egan Employment Agreement, if Mr. Egan’s employment is terminated without cause, or he resigns with good reason, Mr. Egan is expected to be eligible to receive a lump sum severance payment equal to (1) two times the sum of his base salary and target bonus (or three times, in the case of a termination without cause or for good reason within one year following a "change of control" (as defined in the Egan Employment Agreement)) plus (2) the cost of maintaining COBRA continuation coverage for himself and his dependents for 24 months. The Egan Employment Agreement is not expected to provide for any golden parachute excise tax gross up.
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The foregoing description of the terms of the Egan Employment Agreement is qualified in its entirety by reference to the terms and conditions of such agreement, which is expected to be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
A copy of the press release announcing the foregoing management changes is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is being furnished with this Current Report on Form 8-K.
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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: March 27, 2023 | By: | /s/ WILLIAM F. FRY | |||||||||
| Name: | William F. Fry | ||||||||||
| Title: | Vice President, Chief Legal Officer and Secretary | ||||||||||
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Exhibit 99.1
MYR Group Inc. Announces Senior Leadership Succession Plan
Thornton, Colo., March 27, 2023 – MYR Group Inc. (“MYR Group” or the “Company”) (NASDAQ: MYRG), a holding company of leading specialty contractors serving the electric utility infrastructure, commercial and industrial construction markets in the United States and Canada, announced today that as part of a planned leadership succession process, Jeffrey J. “Jeff” Waneka notified the Company of his decision to retire as Senior Vice President and Chief Operating Officer of MYR Group’s Commercial and Industrial (“C&I”) segment, effective May 1, 2023. Mr. Waneka will remain in an advisory role with the Company to assist with an orderly transition of his duties.
Mr. Waneka will be succeeded by Don A. Egan, who will assume the role of Senior Vice President and Chief Operating Officer C&I, effective May 1, 2023.
MYR Group’s President and CEO, Rick Swartz, said, “On behalf of our Board and our entire leadership team, I would like to thank Jeff for his significant leadership contributions to MYR Group. Jeff has played a key role in the leadership development, growth and strategic direction of the C&I segment, and we wish him the best in his retirement.” Mr. Waneka has thirty-two years of service with the Company and has served as Chief Operating Officer of MYR Group’s C&I segment since January 2017.
Mr. Swartz continued, “We are also excited to announce that as part of our long-term succession planning process, Don A. Egan will be promoted to Chief Operating Officer of MYR Group’s C&I segment. Don brings thirty-two years of experience with MYR Group and its subsidiaries, has served as Group Vice President in our C&I segment since January 2017, and has extensive experience in the commercial and industrial industry leading several of our subsidiaries.”
About MYR Group Inc.
MYR Group is a holding company of leading, specialty electrical contractors providing services throughout the United States and Canada through two business segments: Transmission & Distribution (T&D) and Commercial & Industrial (C&I). MYR Group subsidiaries have the experience and expertise to complete electrical installations of any type and size. Their comprehensive T&D services on electric transmission, distribution networks, substation facilities and clean energy projects include design, engineering, procurement, construction, upgrade, maintenance and repair services. T&D customers include investor-owned utilities, cooperatives, private developers, government-funded utilities, independent power producers, independent transmission companies, industrial facility owners and other contractors. Through their C&I segment, they provide a broad range of services which include the design, installation, maintenance and repair of commercial and industrial wiring generally for airports, hospitals, data centers, hotels, stadiums, commercial and industrial facilities, clean energy projects, manufacturing plants, processing facilities, water/waste-water treatment facilities, mining facilities, intelligent transportation systems, roadway lighting and signalization. C&I customers include general contractors, commercial and industrial facility owners, government agencies and developers. 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,” “likely,” “may,” “objective,” “outlook,” “plan,” “project,” “possible,” “potential,” “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, 2022, 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:
Kelly Huntington, Chief Financial Officer, 847-290-1891, investorinfo@myrgroup.com
Investor Contact:
David Gutierrez, Dresner Corporate Services, 312-780-7204, dgutierrez@dresnerco.com