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 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
On August 20, 2024, the Board of Directors (the “Board”) of Dycom Industries, Inc. (the “Company”) amended and restated, effective immediately, the Company’s By-Laws (the “By-Laws”) to:
| · | Revise Article I, Section 1 and Article II, Section 2 to allow the Board to modify the location of the Company’s registered office and the date of the annual meeting of shareholders, respectively. |
| · | Revise Article II, Section 3 and Article III, Section 3 to add the Company’s Chief Executive Officer to the list of officers who are authorized to direct the delivery of a notice of an annual or special meeting of shareholders. |
| · | Revise Article V, Section 6 and related provisions to update the notification and other requirements related to nominations of directors and solicitations of proxies, including requiring compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended. |
| · | Remove the delegated authority to the Chairman of the Board to perform duties within the authority of management in Article IX, Section 6. |
| · | Revise and update the general description of and the duties of the Company’s Chief Executive Officer and President in Article IX. |
| · | Delete Article XI, Section 2, which contained a mandatory retirement age for the Company’s officers. |
| · | Update the various forms of communication that the Company can use to notify and otherwise communicate with the Company’s shareholders and incorporate ministerial, clarifying and conforming changes. |
The foregoing description of the amendments to the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-Laws, as amended and restated, a copy of which is attached as Exhibit 3.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| 3.1 | Fourth Amended and Restated By-Laws of Dycom Industries, Inc., as amended August 20, 2024. |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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: August 23, 2024
| DYCOM INDUSTRIES, INC. (Registrant) | |
| By: | /s/ Ryan F. Urness |
| Name: | Ryan F. Urness |
| Title: | Vice President, General Counsel and Corporate Secretary |