STOCK TITAN
  1. Home
  2. Sec-filings
  3. DY
  4. [8-K] DYCOM INDUSTRIES INC Reports Material Event

Dycom (NYSE: DY) holders back directors, say-on-pay and 2027 auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Dycom Industries reported results of its 2026 Annual Meeting of Shareholders and board changes. In line with the company’s Board Tenure and Mandatory Retirement Policy, Laurie J. Thomsen and Luis Avila‑Marco retired from the board at the end of the meeting, and the board size was reduced from eleven to nine members. The company stated their retirements did not result from any disagreement with Dycom.

Shareholders elected Phillip R. Gallagher, Stephen O. LeClair and Peter T. Pruitt, Jr. as directors until the 2029 Annual Meeting and elected Raejeanne Skillern as a director until the 2027 Annual Meeting. They also approved, on an advisory basis, the company’s executive compensation and ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2027.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Board size after meeting 9 directors Reduced from eleven members at conclusion of 2026 Annual Meeting
Gallagher director vote 25,008,288 votes for Election of Phillip R. Gallagher; 2026 Annual Meeting Proposal 1
LeClair director vote 25,007,163 votes for Election of Stephen O. LeClair; 2026 Annual Meeting Proposal 1
Pruitt director vote 24,306,772 votes for Election of Peter T. Pruitt, Jr.; 2026 Annual Meeting Proposal 1
Skillern director vote 25,044,321 votes for Election of Raejeanne Skillern; 2026 Annual Meeting Proposal 1
Say-on-pay support 24,341,198 votes for Advisory approval of executive compensation; 2026 Annual Meeting Proposal 2
Auditor ratification support 26,812,913 votes for Ratification of PricewaterhouseCoopers LLP for fiscal 2027; Proposal 3
Board Tenure and Mandatory Retirement Policy regulatory
"In accordance with the Board Tenure and Mandatory Retirement Policy of Dycom Industries, Inc."
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
non-binding advisory vote financial
"Approval, by non-binding advisory vote, of the compensation of the Company’s named executive officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
Broker Non-Votes financial
"Nominee | Votes For | Votes Against | Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent auditor financial
"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal 2027"
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
0000067215false00000672152026-06-012026-06-01


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 28, 2026

DYCOM INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Florida001-1061359-1277135
(State or other jurisdiction of incorporation)(Commission file number)(I.R.S. employer identification no.)
300 Banyan Blvd., Suite 1101
West Palm Beach,FL33401
(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common stock, par value $0.33 1/3 per shareDYNew 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 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:
NomineeVotes ForVotes AgainstAbstainBroker Non-Votes
Phillip R. Gallagher25,008,28880,82214,9401,823,944
Stephen O. LeClair25,007,16381,91314,9741,823,944
Peter T. Pruitt, Jr.24,306,772782,01415,2641,823,944
Raejeanne Skillern25,044,32145,64414,0851,823,944

Proposal 2. Approval, by non-binding advisory vote, of the compensation of the Company’s named executive officers:
Votes ForVotes AgainstAbstainBroker Non-Votes
24,341,198743,27719,5751,823,944

Proposal 3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal 2027:
Votes ForVotes AgainstAbstainBroker Non-Votes
26,812,913100,05315,028---







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: June 1, 2026
DYCOM INDUSTRIES, INC.
(Registrant)
By:  /s/ Ryan F. Urness
Name:  Ryan F. Urness
Title:  Senior Vice President, General Counsel and Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What board changes did Dycom (DY) announce at the 2026 Annual Meeting?

Dycom announced that Laurie J. Thomsen and Luis Avila‑Marco retired from the board at the 2026 Annual Meeting, consistent with its tenure and mandatory retirement policy. Following their departures, the board size was reduced from eleven members to nine, with no disagreements cited.

Which directors were elected at Dycom’s 2026 Annual Meeting?

Shareholders elected Phillip R. Gallagher, Stephen O. LeClair and Peter T. Pruitt, Jr. to serve as directors until Dycom’s 2029 Annual Meeting. They also elected Raejeanne Skillern to serve as a director until the company’s 2027 Annual Meeting, based on the proxy statement proposals.

How did Dycom (DY) shareholders vote on executive compensation in 2026?

Dycom shareholders approved the company’s executive compensation on an advisory basis. The say‑on‑pay proposal received 24,341,198 votes for, 743,277 votes against and 19,575 abstentions, with 1,823,944 broker non‑votes recorded. This indicates support for the current compensation program as described in the proxy.

Who is Dycom’s independent auditor for fiscal 2027 and how was it ratified?

Shareholders ratified the appointment of PricewaterhouseCoopers LLP as Dycom’s independent auditor for fiscal 2027. The ratification received 26,812,913 votes for, 100,053 votes against and 15,028 abstentions, with no broker non‑votes reported on this proposal at the 2026 Annual Meeting.

What were the vote results for Dycom’s director nominees in 2026?

For the 2026 director elections, votes for ranged from 24,306,772 to 25,044,321 across nominees, with relatively low votes against and abstentions. Each nominee also had 1,823,944 broker non‑votes. All four director nominees were elected under the terms described in the company’s proxy.

Did Dycom (DY) classify itself as an emerging growth company in this filing?

The filing includes the standard checkbox language related to emerging growth company status under SEC rules. Dycom lists this status option among other regulatory classifications, but the excerpt focuses on annual meeting outcomes, director retirements and shareholder voting results rather than detailed status discussion.

Filing Exhibits & Attachments

3 documents

Other Documents