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 5.07 Submission of Matters to a Vote of Security Holders.
At the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Dycom Industries, Inc. (the “Company”) held on May 23, 2024, three proposals were voted upon by the Company’s shareholders. The proposals are described in detail in the Company’s definitive Proxy Statement for the Annual Meeting filed on April 12, 2024. At the Annual Meeting, the Company’s shareholders:
| 1) | elected each of Steven E. Nielsen, Jennifer M. Fritzsche and Carmen M. Sabater to serve as directors until the Company’s 2027 Annual Meeting of Shareholders and Luis Avila-Marco to serve as a director until the Company’s 2026 Annual Meeting of Shareholders; |
| 2) | approved, on an advisory basis, the Company’s executive compensation; and |
| 3) | ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal 2025. |
Set forth below are the voting results for each matter submitted to a vote:
Proposal 1. Election of directors:
| Nominee | Votes For | Votes Against | Abstain | Broker Non-Votes |
| Steven E. Nielsen | 23,710,248 | 620,302 | 14,043 | 1,633,998 |
| Jennifer M. Fritzsche | 22,740,787 | 1,590,112 | 13,694 | 1,633,998 |
| Carmen M. Sabater | 23,081,241 | 1,249,455 | 13,897 | 1,633,998 |
| Luis Avila-Marco | 24,245,732 | 84,471 | 14,390 | 1,633,998 |
Proposal 2. Approval, by non-binding advisory vote, of the compensation of the Company’s named executive officers:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 23,684,350 | 612,664 | 47,579 | 1,633,998 |
Proposal 3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal 2025:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 25,831,081 | 133,453 | 14,057 | --- |
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: May 23, 2024
|
DYCOM INDUSTRIES, INC. (Registrant) | |
| By: | /s/ Ryan F. Urness |
| Name: | Ryan F. Urness |
| Title: |
Vice President, General Counsel and Corporate Secretary
|