DYCOM INDUSTRIES INC 8-K

What Happened

• Dycom Industries, Inc. filed an 8-K reporting that directors Laurie J. Thomsen and Luis Avila‑Marco retired from the Board effective at the conclusion of the 2026 Annual Meeting held May 28, 2026. Ms. Thomsen did not stand for reelection under the Company’s Board Tenure and Mandatory Retirement Policy; Mr. Avila‑Marco had notified the Board on December 18, 2025 that he would not stand for reelection. The retirements reduced the Board from 11 members to 9 and were not the result of any disagreement with the Company.
• At the same meeting, shareholders elected Phillip R. Gallagher, Stephen O. LeClair and Peter T. Pruitt, Jr. to terms running until the 2029 Annual Meeting and elected Raejeanne Skillern to a term running until the 2027 Annual Meeting. Shareholders also approved, on a non‑binding basis, the Company’s executive compensation and ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal 2027.

Key Details

• Annual Meeting date: May 28, 2026. Board size reduced from 11 to 9 following retirements.
• Director election vote totals:
  • Phillip R. Gallagher: For 25,008,288; Against 80,822; Abstain 14,940; Broker non‑votes 1,823,944.
  • Stephen O. LeClair: For 25,007,163; Against 81,913; Abstain 14,974; Broker non‑votes 1,823,944.
  • Peter T. Pruitt, Jr.: For 24,306,772; Against 782,014; Abstain 15,264; Broker non‑votes 1,823,944.
  • Raejeanne Skillern: For 25,044,321; Against 45,644; Abstain 14,085; Broker non‑votes 1,823,944.
• Advisory vote on executive compensation: For 24,341,198; Against 743,277; Abstain 19,575; Broker non‑votes 1,823,944.
• Ratification of PwC as auditor for fiscal 2027: For 26,812,913; Against 100,053; Abstain 15,028.

Why It Matters

• Governance: Two retirements and a smaller board can affect board composition, committees and oversight; the company cites its tenure/retirement policy and confirms no disagreement prompted the departures.
• Investor signals: The advisory "say on pay" vote was approved by shareholders (non‑binding), and the auditor ratification provides continuity in audit oversight for fiscal 2027.
• No financial changes were disclosed in this filing; these are governance and voting outcomes investors can use when assessing board stability and corporate governance practices.