ThZeal - The Zeal

dy-20250522

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

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

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