MYR GROUP INC. (NASDAQ:MYRG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of New Chief Executive Officer
On December 19, 2016, MYR Group Inc. (the Company) issued a press
release announcing that on January 1, 2017, William A. Koertner,
67, will step down as the Companys President and Chief Executive
Officer. Mr. Koertner will continue in his role as executive
chairman of the Companys Board of Directors (the Board). The
Board has appointed current Executive Vice President and Chief
Operating Officer, Richard S. Rick Swartz, 53, to succeed Mr.
Koertner as President and Chief Executive Officer, effective
January 1, 2017.
Mr. Swartz has over 30 years of experience in the electrical
construction industry beginning with the CI segment at Sturgeon
Electric Company, Inc., a subsidiary of the Company, in the early
1980s. Before his September 2016 promotion to Executive Vice
President and Chief Operating Officer of the Company, Mr. Swartz
had served as Senior Vice President and Chief Operating Officer
since May 2011. Mr. Swartz served as Senior Vice President from
August 2009 to May 2011, and as Group Vice President from 2004 to
2009.
In connection with the foregoing changes, the Company entered
into an amendment to Mr. Swartzs employment agreement, which
amendment provides for an increase in annual base salary to
$565,000.
The information required by Items 401(b), (d) and (e) and 404(a)
of Regulation S-K with respect to Mr. Swartz is incorporated by
reference to the Companys definitive proxy statement for its 2016
annual meeting of shareholders, as filed with the Securities and
Exchange Commission on March 23, 2016.
The Company also entered into an amended and restated employment
agreement with Mr. Koertner regarding his continuing service as
executive chairman of the Board, which agreement has a term
ending March 31, 2018. Under the amended and restated employment
agreement, Mr. Koertner is eligible for an annual salary of
$350,000 and, for 2017, a target bonus equal to 100% of his base
salary.
to the amended and restated employment agreement, if Mr.
Koertners employment is terminated without cause, or he resigns
with good reason, he will be entitled to the remainder of his
2017 salary and target bonus for 2017 plus an amount equal to the
value of a portion of the number of shares of restricted stock
and performance shares previously granted to Mr. Koertner that
are forfeited upon such termination.
In addition, the amended and restated employment agreement
provides for an award of time-based restricted stock in an amount
and on terms comparable to annual awards made to non-employee
members of the Board, with immediate vesting if Mr. Koertner
ceases to be a member of the Board.
Appointment of Tod M. Cooper
On December 16, 2016, the Board appointed Tod M. Cooper, 52, as
Senior Vice President and Chief Operating Officer TD, effective
January 1, 2017. Mr. Cooper currently serves as a Senior Vice
President for the Company and was appointed to this position in
August 2013. Mr. Cooper served as Group Vice President, East from
2009 to 2013 and Vice President TD, East from 2006 to 2009. Mr.
Cooper has held a number of additional positions since joining
the Company in 1989, including business development manager,
regional manager, district manager, and estimator.
There are no family relationships, as defined in Item 401 of
Regulation S-K, between Mr. Cooper and any of the Companys
executive officers or directors or persons nominated or chosen to
become a director or executive officer. There is no arrangement
or understanding between Mr. Cooper and any other person to which
Mr. Cooper was appointed. There are no transactions in which Mr.
Cooper has an interest requiring disclosure under Item 404(a) of
Regulation S-K.
In connection with the Mr. Coopers promotion, the Company entered
into an amendment to Mr. Coopers employment agreement, which
amendment provides for an increase in annual base salary to
$365,000.
Appointment of Jeffrey J. Waneka
On December 16, 2016, the Companys Board appointed Jeffrey J.
Waneka, 55, as Senior Vice President and Chief Operating Officer
CI, effective January 1, 2017. Mr. Waneka currently serves as
President of subsidiary company Sturgeon Electric Company, Inc.
and was appointed to this position in February 2015. Mr. Waneka
served as Group Vice President, CI from 2014 to 2015 and Vice
President, CI from 2009 to 2014. Mr. Waneka has held a number of
additional positions since joining the Company in 1991, including
regional manager, director business development and district
manager.
There are no family relationships, as defined in Item 401 of
Regulation S-K, between Mr. Waneka and any of the Companys
executive officers or directors or persons nominated or chosen to
become a director or executive officer. There is no arrangement
or understanding between Mr. Waneka and any other person to which
Mr. Waneka was appointed. There are no transactions in which Mr.
Waneka has an interest requiring disclosure under Item 404(a) of
Regulation S-K.
In connection with Mr. Wanekas appointment to the position of
Senior Vice President and Chief Operating Officer CI, the Company
expects to enter into an employment agreement with Mr. Waneka
(the Waneka Employment Agreement), with an effective date of
January 1, 2017. Under the Waneka Employment Agreement, Mr.
Waneka is eligible to receive a base salary of $280,000 per year,
an annual bonus and is 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 Waneka Employment Agreement automatically renews annually for
an additional one-year term following an initial term that
expires on December 20, 2017. The Waneka Employment Agreement
contains non-competition covenants restricting the ability of Mr.
Waneka from competing with us, soliciting our clients or
recruiting our employees during the term of his employment and
for a period of one year thereafter, as well as prohibiting him
from disclosing confidential information and trade secrets of the
Company.
Under the Waneka Employment Agreement, if Mr. Wanekas employment
is terminated without cause, or he resigns with good reason, Mr.
Waneka would 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 Waneka Employment Agreement)) plus (2) the
cost of maintaining COBRA continuation coverage for himself and
his dependents for 24 months. The Waneka Employment Agreement
does not provide for any golden parachute excise tax gross up.
This foregoing descriptions of the terms of Mr. Koertners amended
and restated employment agreement, the amendments to the
employment agreements of Messrs. Swartz and Cooper, and the
employment agreement of Mr. .Waneka, are qualified in their
entirety by reference to the terms and conditions of such
agreements, which will be filed as exhibits to the Companys
Annual Report on Form 10-K for the year ended December 31, 2016.
| Item 7.01 | Financial Statements and Exhibits. |
In connection with the appointments described in Item 5.02, the
Company issued a press release. A copy of the press release is
furnished as Exhibit 99.1 to this report. The information in this
Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, nor shall it be deemed incorporated by
reference in any filings under the Securities Act of 1933, as
amended, except as expressly set forth by specific reference in
such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) The following exhibit is being furnished with this Current
Report on Form 8-K.
| 99.1 | MYR Group Inc. Press Release dated December 19, 2016. |
About MYR GROUP INC. (NASDAQ:MYRG)
MYR Group Inc. is a holding company. The Company, through its subsidiaries, provides specialty electrical construction services. The Company performs construction services in two segments: Transmission and Distribution (T&D), and Commercial and Industrial (C&I). 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. The Company provides a range of services, which include design, engineering, procurement, construction, upgrade, maintenance and repair services, with a particular focus on construction, maintenance and repair. The Company also provides C&I electrical contracting services to general contractors, commercial and industrial facility owners, local governments and developers in the western and northeastern United States. MYR GROUP INC. (NASDAQ:MYRG) Recent Trading Information
MYR GROUP INC. (NASDAQ:MYRG) closed its last trading session up +0.87 at 37.93 with 101,961 shares trading hands.