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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): April 28, 2026 (April 23, 2026)
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.) |
| | | | | | | | | | | | | | | | | | | | |
| 12121 Grant Street, | Suite 610 | | | |
| Thornton, | CO | | | | 80241 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (303) 286-8000
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:
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| ☐ | 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) |
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| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | MYRG | The Nasdaq Stock Market, LLC |
| | (Nasdaq Global Market) |
| | |
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 5.07 Submission of Matters to a Vote of Security Holders.
At MYR Group, Inc.'s ("MYR" or the "Company") Annual Meeting of Stockholders (the "Annual Meeting") on April 23, 2026, the Company’s stockholders considered three proposals, each of which is described in more detail in the Company’s 2026 Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 4, 2026. The matters voted upon at the Annual Meeting and the results of the votes were as follows:
Proposal 1. Election of Eight Director Nominees for One-Year Terms. The stockholders elected eight director nominees, Bradley T. Favreau; Kenneth M. Hartwick; Ajoy H. Karna; Jennifer E. Lowry; Donald C.I. Lucky, KC; Shirin S. O’Connor; Aurelie P. Richard and Richard S. Swartz, each to serve a one-year term expiring at the 2027 Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified.
| | | | | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| Bradley T. Favreau | 12,919,568 | | 156,405 | | 5,528 | | 590,968 |
| Kenneth M. Hartwick | 12,965,471 | | 109,544 | | 6,486 | | 590,968 |
| Ajoy H. Karna | 13,058,145 | | 13,475 | | 9,881 | | 590,968 |
| Jennifer E. Lowry | 13,062,169 | | 13,176 | | 6,156 | | 590,968 |
| Donald C.I. Lucky, KC | 12,896,792 | | 179,142 | | 5,567 | | 590,968 |
| Shirin S. O'Connor | 12,933,700 | | 136,112 | | 11,689 | | 590,968 |
| Aurelie P. Richard | 13,058,496 | | 13,398 | | 9,607 | | 590,968 |
| Richard S. Swartz | 13,026,495 | | 48,271 | | 6,735 | | 590,968 |
Proposal 2. Advisory Approval of the Compensation of Our Named Executive Officers. The stockholders approved, on an advisory basis, the compensation of our named executive officers.
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 12,772,638 | | 292,375 | | 16,488 | | 590,968 |
Proposal 3. Ratification of the Appointment of Our Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 13,581,449 | | 80,874 | | 10,146 | | — |
SIGNATURES
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.
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| MYR GROUP INC. |
| |
Dated: April 28, 2026 | By: | /s/ WILLIAM F. FRY |
| | Name: | William F. Fry |
| | Title: | Senior Vice President, Chief Legal Officer and Secretary |
