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DYCOM INDUSTRIES INC Proxy Solicitation & Information Statement 2021

Apr 14, 2021

30704_rns_2021-04-15_9acd55ec-6cb7-4d6a-9f33-58b875d45e60.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 dy3797061-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

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 ☐ 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
Definitive Additional Materials
Soliciting Material Under 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): | |
| --- | --- |
| ☑ | 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: |

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DYCOM INDUSTRIES, INC.
2021 Annual Meeting
Vote by May 24, 2021
11:59 PM ET
11780 U.S. HIGHWAY 1, SUITE 600 PALM BEACH GARDENS, FL 33408
D45711-P49609

You invested in DYCOM INDUSTRIES, INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on May 25, 2021.

Get informed before you vote

View the Notice and Proxy Statement and 2021 Annual Report to Shareholders online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 11, 2021. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to [email protected]. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

Control #

Smartphone users Point your camera here and vote without entering a control number Vote Virtually at the Meeting* May 25, 2021 11:00 AM Virtually at: www.virtualshareholdermeeting.com/DY2021

*
V1

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Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

Voting Items Board — Recommends
1. Election of Directors
Nominees:
1a. Steven E. Nielsen For
1b. Jennifer M. Fritzsche For
2. To approve, by non-binding advisory vote, executive compensation. For
3. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal 2022. For
Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

D45712-P49609

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