Dycom Industries Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Water Sewer Pipeline Comm & Power Line Construction
Industrials
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): June 13, 2025
(Exact name of Registrant as specified in its charter)
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective June 13, 2025 (the “Effective Date”), the Board of Directors (the “Board”) of Dycom Industries, Inc. (the “Company”) approved an amendment and restatement to the By-laws (the “Fifth Amended and Restated By-laws”) to remove the mandatory retirement requirements for non-employee members of the Board. On the Effective Date, the Board adopted updated mandatory retirement requirements for non-employee members of the Board, as set forth in the Company’s Corporate Governance Guidelines (the “Guidelines”). Under the Guidelines, the Board fixed the retirement age for non-employee members of the Board at 75 years of age and non-employee directors may not stand for election or re-election if a director has reached such age as of the time of their election to the Board. The Board may, in its discretion for special circumstances, waive the mandatory retirement policy in individual cases for no longer than one additional term.
The foregoing description of the Fifth Amended and Restated By-laws does not purport to be complete and is qualified in its entirety by reference to the Fifth Amended and Restated By-laws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
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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 16, 2025
| DYCOM INDUSTRIES, INC. (Registrant) | |||||
| By: | /s/ Ryan F. Urness | ||||
| Name: | Ryan F. Urness | ||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | ||||