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): July 26, 2021
DYCOM INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
| Florida | 001-10613 | 59-1277135 | ||
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. employer identification no.) | ||
| 11780 U.S. Highway One, Suite 600, | ||||
| Palm Beach Gardens, Florida 33408 | ||||
| (Address of principal executive offices) (Zip Code) | ||||
| (561) 627-7171 | ||||
| (Registrant’s telephone number, including area code) |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.33 1/3 per share | DY | New York Stock Exchange |
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).
o 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. o
Item 8.01. Other Events.
On July 26, 2021, in connection with two previously disclosed stockholder derivative cases (the “Derivative Matters”) filed in the U.S. District Court for the Southern District of Florida (“the District Court”), captioned “Sharon Nixon-Crenshaw v. Cooley, et al., Case No. 1:18-cv-25289-SINGHAL” and “White v. Nielsen, et al., Case No. 1:20-cv-21952- SINGHAL,” the District Court preliminarily approved a settlement (the “Settlement”) of both of the Derivative Matters, together with certain other related matters. A copy of the Stipulation of Settlement and the Notice of Proposed Derivative Settlement related to the Settlement are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description |
| 99.1 | Stipulation of Settlement |
| 99.2 | Notice of Proposed Derivative Settlement |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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 hereunto duly authorized.
Dated: July 30, 2021
DYCOM INDUSTRIES, INC. (Registrant) | ||
| By: | /s/ Ryan F. Urness | |
| Name: Ryan F. Urness | ||
| Title: Vice President, General Counsel and Corporate Secretary | ||
