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DYCOM INDUSTRIES INC Proxy Solicitation & Information Statement 2023

Apr 14, 2023

30704_rns_2023-04-14_2e799b1b-c705-4b62-8a96-1a896c436d3f.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 dy4130731-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 §240.14a-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 ALL BOXES THAT APPLY):
No fee required
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
DYCOM INDUSTRIES, INC.
2023 Annual Meeting Vote by May 24, 2023 11:59 PM ET
V00780-P83413

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, 2023.

Get informed before you vote

View the Notice, Proxy Statement and 2023 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, 2023. 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, 2023 11:00 AM Virtually at: www.virtualshareholdermeeting.com/DY2023

  • Please check the meeting materials for any special requirements for meeting attendance.

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. Peter T. Pruitt, Jr. For
1b. Laurie J. Thomsen 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 2024. For
4. To
approve an Amendment & Restatement to the Dycom Industries, Inc. 2017 Non-Employee Directors Equity Plan. For
5. To recommend, by non-binding advisory vote, the frequency of future advisory votes on executive compensation. Year
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
V00781-P83413