Shareholder Vote

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