--- schema_version: "secwatch.filing_event.v1" accession: "0000700923-23-000035" form_type: "8-K" ticker: "MYRG" cik: "0000700923" company_name: "MYR GROUP INC." filed_at: "2023-04-24T23:59:59+00:00" generated_at: "2026-06-16T19:55:31.984706+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # MYR Group director Moore retires; shareholders approve board declassification ## Summary - Director Maurice Moore (Audit Committee Chair) retired 4/21/2023 per age-72 policy; no disagreement. - Board reduced from 9 to 8 directors; Class II reduced from 3 to 2. - Shareholders approved amendment to declassify board, phased over three years, fully effective after 2026 meeting. - Three Class I directors (Hartwick, Lowry, Swartz) elected; Crowe LLP ratified as auditor for FY2023. - Advisory say-on-pay passed with 12.9M votes for; frequency set to every one year. ## SEC filing metadata - accession: 0000700923-23-000035 - form_type: 8-K - ticker: MYRG - cik: 0000700923 - company_name: MYR GROUP INC. - filed_at: 2023-04-24T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/700923/000070092323000035/0000700923-23-000035-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/700923/000070092323000035/myrg-20230420.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000700923-23-000035 - JSON: https://secwatch.observer/filing/0000700923-23-000035.json - Plain text: https://secwatch.observer/filing/0000700923-23-000035.txt ## Key facts - Executive change Maurice E. Moore retired as member of the board of directors at MYR GROUP INC.. - Action: retired - Role: member of the board of directors source text: Maurice E. Moore notified the Company of his decision to retire as a member of the board of directors (the “Board”), effective as of April 21, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/700923/000070092323000035/0000700923-23-000035-index.htm - Governance Changes MYR GROUP INC.: Conforming amendments to the Company's By-Laws to effect a phased-in declassification of the Board over the next three years (effective 2023-04-20). - Change: bylaw amendment - Effective: 2023-04-20 source text: In connection with the Charter Amendment, the Board approved conforming amendments to the Company’s By-Laws (the “By-Law Amendments”) to effect a phased-in declassification of the Board over the next three years, which amendments were contingent upon stockholder approval and implementation of the Charter Amendment. evidence_url: https://www.sec.gov/Archives/edgar/data/700923/000070092323000035/0000700923-23-000035-index.htm - Governance Changes MYR GROUP INC.: Reduction in the size of the Board of Directors from nine to eight directors and reduction in the size of Board Class II from three to two directors (effective 2023-04-21). - Change: bylaw amendment - Effective: 2023-04-21 source text: ard approved a reduction in the size of the Board from nine directors to eight directors and a reduction in the size of Board Class II from three directors to two directors, effective April 21, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/700923/000070092323000035/0000700923-23-000035-index.htm - Governance Changes MYR GROUP INC.: Amendment of Article FIFTH of Certificate of Incorporation to declassify the Board of Directors, phased in over three years (effective 2023-04-20). - Change: charter amendment - Effective: 2023-04-20 source text: At the Annual Meeting, the Company’s stockholders approved the amendment of Article FIFTH of the Company’s Certificate of Incorporation to declassify the Board (the “Charter Amendment”). Pursuant to the Charter Amendment, the declassification of the Board will be phased in over the next three years, as described in MYR’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 6, 2023 (the “2023 Proxy Statement”). evidence_url: https://www.sec.gov/Archives/edgar/data/700923/000070092323000035/0000700923-23-000035-index.htm - Shareholder Votes MYR GROUP INC. shareholders approved Election of Three Class I Director Nominees for Three-Year Terms at the 2023-04-20 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-04-20 source text: Proposal 1. Election of Three Class I Director Nominees for Three-Year Terms. The stockholders elected three Class I director nominees, Kenneth M. Hartwick, Jennifer E. Lowry, and Richard S. Swartz, each to serve a three-year term expiring at the 2026 Annual Meeting of Stockholders or until his successor has been duly elected and qualified. Votes For Votes Against Abstentions Broker Non-Votes Kenneth M. Hartwick 13,303,279 544,170 3,892 608,916 Jennifer E. Lowry 13,681,313 167,042 2,986 608,916 Richard S. Swartz 13,675,395 171,789 4,157 608,916 evidence_url: https://www.sec.gov/Archives/edgar/data/700923/000070092323000035/0000700923-23-000035-index.htm - Shareholder Votes MYR GROUP INC. shareholders approved Ratification of the Appointment of Our Independent Registered Public Accounting Firm at the 2023-04-20 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-04-20 source text: Proposal 5. 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, 2023. Votes For Votes Against Abstentions 14,442,365 11,709 6,183 evidence_url: https://www.sec.gov/Archives/edgar/data/700923/000070092323000035/0000700923-23-000035-index.htm - Shareholder Votes MYR GROUP INC. shareholders approved Approval of the Amendment of Article Fifth of Our Certificate of Incorporation To Declassify the Board at the 2023-04-20 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-04-20 source text: Proposal 4. Approval of the Amendment of Article Fifth of Our Certificate of Incorporation To Declassify the Board. The stockholders approved the amendment of Article FIFTH of our Certificate of Incorporation to phase out the classified Board so that the Board will be fully declassified from and after the election of directors at our 2026 Annual Meeting of Stockholders. Votes For Votes Against Abstentions Broker Non-Votes 13,832,070 15,394 3,877 608,916 evidence_url: https://www.sec.gov/Archives/edgar/data/700923/000070092323000035/0000700923-23-000035-index.htm - Shareholder Votes MYR GROUP INC. shareholders approved Advisory Approval of the Compensation of Our Named Executive Officers at the 2023-04-20 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-04-20 source text: Proposal 2. Advisory Approval of the Compensation of Our Named Executive Officers. The stockholders approved the resolution on executive compensation. Votes For Votes Against Abstentions Broker Non-Votes 12,915,078 924,308 11,955 608,916 evidence_url: https://www.sec.gov/Archives/edgar/data/700923/000070092323000035/0000700923-23-000035-index.htm - Shareholder Votes MYR GROUP INC. shareholders approved Advisory Approval of the Frequency of the Advisory Approval of the Compensation of Our Named Executive Officers at the 2023-04-20 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-04-20 source text: Proposal 3. Advisory Approval of the Frequency of the Advisory Approval of the Compensation of Our Named Executive Officers. The stockholders voted for the frequency of the advisory approval of the compensation of our named executives to be every one year. In accordance with the Board’s recommendation and in light of such vote, the Company determined that the advisory vote to approve the compensation of our named executive officers will be held every one year until the next required vote on the frequency of the advisory approval of the compensation of our named executives. Votes For Every One Year Votes For Every Two Years Votes For Every Three Years Abstentions Broker Non-Votes 12,672,509 2,384 1,159,114 17,334 608,916 evidence_url: https://www.sec.gov/Archives/edgar/data/700923/000070092323000035/0000700923-23-000035-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.