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DYCOM INDUSTRIES INC Proxy Solicitation & Information Statement 2014

Oct 16, 2014

30704_rns_2014-10-16_34d95b6e-a44b-424e-800a-c7d12c31d122.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 i12397.htm html PUBLIC "-//IETF//DTD HTML//EN" DYCOM DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__

SCHEDULE 14A

__

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant: X

Filed by a Party other than the Registrant:

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

X

Definitive Additional Materials

Soliciting Material Pursuant to Rule 14a-12

DYCOM INDUSTRIES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

X

No fee required

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on November 25, 2014

DYCOM INDUSTRIES, INC. Meeting Information — Meeting Type: Annual Meeting
For holders as of: October 3, 2014
Date: November 25, 2014 Time: 11:00 AM
Location: Dycom Industries, Inc.
11770 U.S. Highway 1, Suite 402
11770 U.S. HIGHWAY 1, SUITE 101 PALM BEACH GARDENS, FL 33408 Palm Beach Gardens, FL 33408
You are receiving this communication because you hold shares in the above named company.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions

M78869-P56019

— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT
How to View Online:
Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX (located on the
following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET: www.proxyvote.com
2) BY TELEPHONE: 1-800-579-1639
3) BY E-MAIL*: [email protected]
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box
marked by the arrow XXXX XXXX XXXX (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before November 11, 2014 to facilitate timely delivery.

— How to Vote —

Please Choose One of the Following Methods

| Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession
of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special
requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. | | | |
| --- | --- | --- | --- |
| Vote By Internet: To vote now by Internet, go to www.proxyvote.com . Have the information that is printed in the box | | | |
| marked by the arrow | ● | XXXX XXXX XXXX | (located on the following page) available and follow the instructions. |
| Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. | | | |

M78869-P56019

Voting Items
The Board of Directors recommends that you vote " FOR " the nominees listed in Proposal 1:
1. Election of Directors
Nominees:
01) Charles B. Coe
02) Dwight B. Duke
The Board of Directors recommends that you vote " FOR " Proposals 2 and 3:
2. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal 2015.
3. To approve, by non-binding advisory vote, the compensation of the Company’s named executive officers.

M78869-P56019

M78869-P56019

EDGAR Validation Code: 0B8CB1C8