---
schema_version: "secwatch.filing_event.v1"
accession: "0000947871-23-000639"
form_type: "8-K"
ticker: "DY"
cik: "0000067215"
company_name: "DYCOM INDUSTRIES INC"
filed_at: "2023-05-26T23:59:59+00:00"
generated_at: "2026-06-14T13:35:20.058629+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# Director Duke retires; shareholders approve plan amendment and advisory votes

## Summary
- Dwight Duke retired from the Board effective May 25, 2023 per Director Retirement Policy; Board reduced from 9 to 8.
- Shareholders approved amendment to 2017 Non-Employee Director's Plan increasing authorized shares by 95,000.
- Elected directors Peter T. Pruitt Jr. (25.3M for) and Laurie J. Thomsen (22.9M for) to terms expiring 2026.
- Advisory vote on executive compensation approved (24.3M for); advisory vote on frequency set to annual.
- Ratified PricewaterhouseCoopers as independent auditor for fiscal 2024 (26.6M for).

## SEC filing metadata
- accession: 0000947871-23-000639
- form_type: 8-K
- ticker: DY
- cik: 0000067215
- company_name: DYCOM INDUSTRIES INC
- filed_at: 2023-05-26T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.02, 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/67215/000094787123000639/0000947871-23-000639-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/67215/000094787123000639/ss2117683_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000947871-23-000639
- JSON: https://secwatch.observer/filing/0000947871-23-000639.json
- Plain text: https://secwatch.observer/filing/0000947871-23-000639.txt

## Key facts
- Executive change
  Dwight Duke retired as Director at DYCOM INDUSTRIES INC.
  - Action: retired
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/67215/000094787123000639/0000947871-23-000639-index.htm
- Shareholder Votes
  DYCOM INDUSTRIES INC shareholders approved 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.
  - Proposal: equity plan
  - Outcome: passed
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/67215/000094787123000639/0000947871-23-000639-index.htm
- Shareholder Votes
  DYCOM INDUSTRIES INC shareholders approved Election of Directors.
  - Proposal: director election
  - Outcome: passed
  source text: elected each of Peter T. Pruitt, Jr. and Laurie J. Thomsen to serve as directors until the Company’s 2026 Annual Meeting of Shareholders
  evidence_url: https://www.sec.gov/Archives/edgar/data/67215/000094787123000639/0000947871-23-000639-index.htm
- Shareholder Votes
  DYCOM INDUSTRIES INC shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal 2024.
  - Proposal: auditor ratification
  - Outcome: passed
  source text: ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal 2024
  evidence_url: https://www.sec.gov/Archives/edgar/data/67215/000094787123000639/0000947871-23-000639-index.htm
- Shareholder Votes
  DYCOM INDUSTRIES INC shareholders approved Frequency of future non-binding shareholder advisory votes on executive compensation.
  - Proposal: say on pay frequency
  - Outcome: passed
  source text: approved, on an advisory basis, holding the Company’s advisory vote on executive compensation on an annual basis
  evidence_url: https://www.sec.gov/Archives/edgar/data/67215/000094787123000639/0000947871-23-000639-index.htm
- Shareholder Votes
  DYCOM INDUSTRIES INC shareholders approved Approval, by non-binding advisory vote, of the compensation of the Company’s named executive officers.
  - Proposal: say on pay
  - Outcome: passed
  source text: approved, on an advisory basis, the Company’s executive compensation
  evidence_url: https://www.sec.gov/Archives/edgar/data/67215/000094787123000639/0000947871-23-000639-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.