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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 23, 2024

DYCOM INDUSTRIES, INC.

(Exact name of Registrant as specified in its charter)

Florida   001-10613   59-1277135
(State or other jurisdiction of incorporation)   (Commission file number)   (I.R.S. employer identification no.)
             
    11780 U.S. Highway One, Suite 600    
    Palm Beach Gardens, FL 33408    
    (Address of principal executive offices) (Zip Code)    

 

Registrant’s telephone number, including area code: (561) 627-7171

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common stock, par value $0.33 1/3 per share   DY   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 
 

 

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