UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 27, 2020, the named executive officers (the “NEOs”) of Dycom Industries, Inc. (the “Company”) requested that the Compensation Committee of the Board of Directors (the “Compensation Committee”) temporarily reduce the base salaries of the NEOs in light of the economic uncertainty resulting from the COVID-19 pandemic. The Compensation Committee approved the NEO salary reductions on March 27, 2020. These salary reductions are made in connection with a broad-based reduction of salaries with respect to the Company’s officers.
Steven E. Nielsen will voluntarily reduce his base salary by 29%, and each of Timothy R. Estes, H. Andrew DeFerrari, Ryan F. Urness and Scott P. Horton will voluntarily reduce their base salaries by 15%. These reduced salaries are effective March 29, 2020, and will revert to the prior amounts on November 28, 2020 (these reduced salaries would revert to their prior amounts before this date were the Company to enter into an agreement effecting a Change of Control, as defined in each of the NEOs’ employment agreements). The calculation of any fiscal year 2021 annual bonus awards or any severance payments to the NEOs will be based on the pre-reduction salary amounts for each NEO, if applicable.
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 thereunto duly authorized.
Dated: March 30, 2020
DYCOM INDUSTRIES, INC. (Registrant) | ||
By: | /S/ Ryan F. Urness | |
Name: | Ryan F. Urness | |
Title: | Vice President, General Counsel and Corporate Secretary |