DY Dycom Industries Inc - 8-K

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 Board Tenure and Mandatory Retirement Policy of Dycom Industries, Inc. (the “Company”), Ms. Laurie J. Thomsen did not stand for election at the 2026 Annual Meeting of Shareholders held on May 28, 2026 (the “2026 Annual Meeting”) and retired from the Board effective at the conclusion of the 2026 Annual Meeting. Mr. Luis Avila-Marco, whose term expired at the Company’s 2026 Annual Meeting, notified the Board on December 18, 2025 that he had decided not to stand for reelection at the 2026 Annual Meeting and would retire from the Board, also effective at the conclusion of the 2026 Annual Meeting. Accordingly, at the conclusion of the 2026 Annual Meeting, Ms. Thomsen’s and Mr. Avila-Marco’s retirements became effective and the size of the Board was reduced from eleven members to nine members. Ms. Thomsen’s and Mr. Avila-Marco’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 2026 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 2026 Annual Meeting filed on April 16, 2026. At the 2026 Annual Meeting, the Company’s shareholders :

1. elected each of Phillip R. Gallagher, Stephen O. LeClair and Peter T. Pruitt, Jr. to serve as directors until the Company's 2029 Annual Meeting of Shareholders and elected Raejeanne Skillern to serve as a director until the Company's 2027 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 2027.

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

Phillip R. Gallagher

25,008,288

80,822

14,940

1,823,944

Stephen O. LeClair

25,007,163

81,913

14,974

1,823,944

Peter T. Pruitt, Jr.

24,306,772

782,014

15,264

1,823,944

Raejeanne Skillern

25,044,321

45,644

14,085

1,823,944

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

24,341,198

743,277

19,575

1,823,944

Proposal 3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal 2027:

Votes For

Votes Against

Abstain

Broker Non-Votes

26,812,913

100,053

15,028

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