Dycom shareholders approve board, pay and auditor
Dycom Industries reported results of its 2026 Annual Meeting of Shareholders and board changes.
Accepted by SEC EDGAR
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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.
8-K Event Classification
2 items: 5.02, 5.07
2 items
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.
Key Figures
Board size after meeting: 9 directors
Gallagher director vote: 25,008,288 votes for
LeClair director vote: 25,007,163 votes for
+4 more
7 metrics
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
Key Terms
Board Tenure and Mandatory Retirement Policy, emerging growth company, non-binding advisory vote, Broker Non-Votes, +1 more
5 terms
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
