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8-KThe WireRed Alert

Executive Change · Shareholder Vote

Filed May 27, 2025 · 1y ago · Accession 0000067215-25-000044

Plain English

Material event — a significant development the company must disclose promptly.

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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 22, 2025 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.) 300 Banyan Blvd., Suite 1101 West Palm Beach FL 33401 (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In accordance with the Director Retirement Policy of Dycom Industries, Inc. (the “Company”), Mr. Stephen C. Robinson was not eligible to stand for reelection as a member of the Board of Directors of the Company (the “Board”) at the Company’s 2025 Annual Meeting of Shareholders on May 22, 2025 (the “2025 Annual Meeting”). Accordingly, at the conclusion of the 2025 Annual Meeting, Mr. Robinson’s retirement pursuant to the Director Retirement Policy became effective. In connection with Mr. Robinson’s retirement, the size of the Board was reduced from nine members to eight members at the conclusion of the 2025 Annual Meeting. Mr. Robinson’s retirement from the Board was not the result of any disagreement with the Company. Item 5.07 Submission of Matters to a Vote of Security Holders. At the 2025 Annual Meeting, 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 2025 Annual Meeting filed on April 11, 2025. At the 2025 Annual Meeting, the Company’s shareholders : 1. elected each of Eitan Gertel, Daniel S. Peyovich and Richard K. Sykes to serve as directors until the Company's 2028 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 2026. 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 Eitan Gertel 23,797,613 640,250 6,374 1,540,494 Daniel S. Peyovich 24,303,300 134,544 6,393 1,540,494 Richard K. Sykes 23,220,547 1,215,014 8,676 1,540,494 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 22,788,736 1,541,821 113,680 1,540,494 Proposal 3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal 2026: Votes For Votes Against Abstain Broker Non-Votes 25,706,985 171,866 105,880 --- 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 27, 2025 DYCOM INDUSTRIES, INC. (Registrant) By:   /s/ Ryan F. Urness Name:   Ryan F. Urness Title:   Senior Vice President, General Counsel and Corporate Secretary
Filing details
Ticker
DY
CIK
67215
Form type
8-K
Filing date
May 27, 2025
Report date
May 22, 2025
Document
dy-20250522.htm
Size
150 KB