Current Report — Form 8-K Filing Table of Contents
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(Address
of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (i561) i627-7171
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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
iCommon
stock, par value $0.33 1/3 per share
iDY
iNew York Stock Exchange
Indicate by check mark whether the
registrant is an emerging growth company as defined in 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).
i☐ Emerging growth company
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 28, 2020, Dycom Industries, Inc. (the “Company”) announced the appointment of Jennifer Fritzsche as a director. Ms. Fritzsche is currently the Chief Financial Officer and a director of Canopy Spectrum, LLC, and has been a Senior Industry
and Innovation Fellow at Georgetown University’s McDonough School of Business since October 2019.She formerly served as a managing director and Senior Equity Analyst at Wells Fargo Securities (or its predecessor firms) for 25 years. During her career at Wells Fargo, Ms. Fritzsche served in multiple leadership and management roles, including as a Senior Analyst covering the telecommunications/cable services communications infrastructure industries. In connection with Ms. Fritzsche’s appointment, the Company’s Board of Directors approved a resolution to increase the number of board members from seven to eight. The appointment, effective October 27, 2020, is for a term extending until the Company’s 2021 Annual
Meeting of Shareholders.
The Board of Directors has not made a determination as to whether Ms. Fritzsche will be named to any committees of the Board of Directors.
Ms. Fritzsche’s compensation for service as a non-employee director will be consistent with that of the Company’s other non-employee directors, subject to proration to reflect the commencement date of her service on the Board. The non-employee director compensation program is described under the caption “Director Compensation” in the Company’s proxy statement for its 2020 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 9, 2020.
Ms.
Fritzsche is not a party to any arrangement or understanding regarding her appointment as an officer, and does not have any family relationship with any of the Company’s executive officers or directors. Ms. Fritzsche is not a party to any transaction with the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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.
