SEC Comment Letter for MYR GROUP (MYRG) — Mar 10, 2016
MYR GROUP INC.
Date: March 10, 2016 · CIK: 0000700923 · Accession: 0000000000-16-067951
AI Filing Summary & Sentiment
File numbers found in text: 001-08325
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE March 10, 2016 By E-Mail Andrew M. Freedman, Esq. Olshan Frome Wolosky LLP Park Avenue Tower 65 East 55th Street New York, New York 10022
Re: MYR Group Inc. Preliminary Proxy Statement filed on March 4, 2016 Filed by Engine Capital Management, LLC, et. al. File No. 001-08325
Dear Mr. Freedman :
We have reviewed your filing and have the following comments.
Preliminary Proxy Statement
Background to the Solicita tion, page 1 1. We note your disclosure that as of January 20, 2016, Mr. Ajdler believed, the investment community, including sell -side analysts and stockholders appeared to support the course of action proposed by Engine Capital. Please provid e suppo rt for this disclosure.
Reasons for the Solicitation, page 4 2. We note your statement that the board has an “apparent lack of interest in focusing on stockholder value creation” and that you believe the “recently announced changes…are reactionary to our inv olvement with the Company aimed at creating the illusion of change in order to appease stockholders while maintaining the troubling status quo.” Please note that you must a void issuing statements that directly or indirectly impugn the character, integrity or personal reputation or make charges of illegal, improper or immoral conduct without factual foundation. Provide us supplementally, or d isclose , the factua l foundation for such assertions or revise the statements . In this regard, note that the factual foundation for such assertions must be reasonable. Refer to Rule 14a -9. 3. Please revise the last paragraph on page 5 to disclose that two of your nominees do not beneficially own any shares in the company. Further, revise this section to explain how the interests of those two nominees will be any more aligned with the interests of the security holders than the interes ts of the incumbent directors.
Andrew M. Freedman, Esq. Olshan Frome Wolosky LLP March 10, 2016 Page 2
Proposal No. 1. Election of Directors, page 8 4. Revise your disclosure relating to Mr. Schauerman to include his work experience, or lack thereof, since May 20 13.
Please direct any questions to me at (202) 551 -3619.
Sincerely,
/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
March 10, 2016
By E-Mail
Andrew M. Freedman, Esq.
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
Re: MYR Group Inc.
Preliminary Proxy Statement filed on March 4, 2016
Filed by Engine Capital Management, LLC, et. al.
File No. 001-08325
Dear Mr. Freedman :
We have reviewed your filing and have the following comments.
Preliminary Proxy Statement
Background to the Solicita tion, page 1
1. We note your disclosure that as of January 20, 2016, Mr. Ajdler believed, the investment
community, including sell -side analysts and stockholders appeared to support the course
of action proposed by Engine Capital. Please provid e suppo rt for this disclosure.
Reasons for the Solicitation, page 4
2. We note your statement that the board has an “apparent lack of interest in focusing on
stockholder value creation” and that you believe the “recently announced changes…are
reactionary to our inv olvement with the Company aimed at creating the illusion of change
in order to appease stockholders while maintaining the troubling status quo.” Please note
that you must a void issuing statements that directly or indirectly impugn the character,
integrity or personal reputation or make charges of illegal, improper or immoral conduct
without factual foundation. Provide us supplementally, or d isclose , the factua l foundation
for such assertions or revise the statements . In this regard, note that the factual foundation
for such assertions must be reasonable. Refer to Rule 14a -9.
3. Please revise the last paragraph on page 5 to disclose that two of your nominees do not
beneficially own any shares in the company. Further, revise this section to explain how the
interests of those two nominees will be any more aligned with the interests of the security
holders than the interes ts of the incumbent directors.
Andrew M. Freedman, Esq.
Olshan Frome Wolosky LLP
March 10, 2016
Page 2
Proposal No. 1. Election of Directors, page 8
4. Revise your disclosure relating to Mr. Schauerman to include his work experience, or lack
thereof, since May 20 13.
Please direct any questions to me at (202) 551 -3619.
Sincerely,
/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions