Current Report Filing (8-k)
26 Mai 2023 - 11:02PM
Edgar (US Regulatory)
0000067215
false
0000067215
2023-05-25
2023-05-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 25, 2023
(Exact name of Registrant as specified in
its charter)
Florida |
|
001-10613 |
|
59-1277135 |
(State or other jurisdiction of incorporation) |
|
(Commission file number) |
|
(I.R.S. employer identification no.) |
|
|
|
|
|
|
|
|
|
11780 U.S. Highway One, Suite 600 |
|
|
|
|
Palm Beach Gardens, |
FL |
33408 |
|
|
|
|
(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 Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
Common stock, par value $0.33 1/3 per share |
|
DY |
|
New 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).
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.
As previously
disclosed and in accordance with the Director Retirement Policy of Dycom Industries, Inc. (the “Company”), Mr. Dwight Duke
was not eligible to stand for reelection as a member of the Board of Directors of the Company (the “Board”) at the Company’s
2023 Annual Meeting of Shareholders on May 25, 2023 (the “2023 Annual Meeting”). Accordingly, at the conclusion of the 2023
Annual Meeting, Mr. Duke’s retirement pursuant to the Director Retirement Policy became effective. In connection with Mr. Duke’s
retirement, the size of the Board was reduced from nine members to eight members at the conclusion of the 2023 Annual Meeting. Mr. Duke’s
retirement from the Board was not the result of any disagreement with the Company.
As described
below under Item 5.07, at the 2023 Annual Meeting, the Company’s shareholders approved an amendment to the Company’s 2017
Non-Employee Director’s Plan to increase the number of authorized shares by 95,000 shares. This amendment is further described under
“Proposal 4 - Approval of an Amendment and Restatement to the Dycom Industries, Inc. 2017 Non-Employee Director’s Plan”
in the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on April 14, 2023 (the “2023 Proxy
Statement”), which description is incorporated herein by reference pursuant to General Instruction B.3 of Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2023 Annual Meeting, five proposals were voted upon by the
Company’s shareholders. The proposals are described in detail in the 2023 Proxy Statement. At the 2023 Annual Meeting, the Company’s
shareholders:
| 1) | elected each of Peter T. Pruitt, Jr. and Laurie J. Thomsen to serve as directors until the Company’s 2026 Annual Meeting
of Shareholders; |
| 2) | approved, on an advisory basis, the Company’s executive compensation; |
| 3) | ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal 2024; |
| 4) | approved an Amendment and Restatement to the Company’s 2017 Non-Employee Director’s Equity Plan to, among other things,
increase the number of shares available for issuance by 95,000 shares; and |
| 5) | approved, on an advisory basis, holding the Company’s advisory vote on executive compensation on an annual basis. |
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 |
Peter T. Pruitt, Jr. |
25,266,302 |
301,728 |
14,256 |
1,260,011 |
Laurie J. Thomsen |
22,928,668 |
2,637,457 |
16,161 |
1,260,011 |
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 |
24,301,760 |
1,115,834 |
164,692 |
1,260,011 |
Proposal 3. Ratification of the appointment of PricewaterhouseCoopers
LLP as the Company’s independent auditor for fiscal 2024:
Votes For |
Votes Against |
Abstain |
Broker Non-Votes |
26,645,994 |
184,504 |
11,799 |
---- |
Proposal 4. Approval of an amendment and restatement to the Company’s
2017 Non-Employee Director’s Equity Plan to, among other things, increase the number of shares available for issuance by 95,000
shares:
Votes For |
Votes Against |
Abstain |
Broker Non-Votes |
24,119,331 |
1,452,597 |
10,358 |
1,260,011 |
Proposal 5. Frequency of future non-binding shareholder advisory votes
on executive compensation:
One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes |
24,552,538 |
7,124 |
1,010,323 |
12,301 |
1,260,011 |
Consistent with the recommendation of
the Board, a majority of the votes cast by shareholders voted to hold future advisory votes on executive compensation on
an annual basis. In light of the foregoing, the Company currently intends to hold future advisory
votes on executive compensation every year. The next required vote on the frequency of future advisory votes on executive compensation
is scheduled to occur at the Company’s 2029 Annual Meeting of Shareholders.
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: May 26, 2023
DYCOM INDUSTRIES, INC.
(Registrant) |
By: |
/s/ Ryan F. Urness |
Name: |
Ryan F. Urness |
Title: |
Vice President, General Counsel and Corporate Secretary
|
Dycom Industries (NYSE:DY)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Dycom Industries (NYSE:DY)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024