0001562180-23-003187.txt : 20230330 0001562180-23-003187.hdr.sgml : 20230330 20230330175309 ACCESSION NUMBER: 0001562180-23-003187 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230328 FILED AS OF DATE: 20230330 DATE AS OF CHANGE: 20230330 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NIELSEN STEVEN E CENTRAL INDEX KEY: 0001240707 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10613 FILM NUMBER: 23782060 MAIL ADDRESS: STREET 1: 11780 U.S. HIGHWAY 1 STREET 2: SUITE 600 CITY: PALM BEACH GARDENS STATE: FL ZIP: 33408 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DYCOM INDUSTRIES INC CENTRAL INDEX KEY: 0000067215 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 591277135 STATE OF INCORPORATION: FL FISCAL YEAR END: 0127 BUSINESS ADDRESS: STREET 1: 11780 U.S. HIGHWAY 1 STREET 2: SUITE 600 CITY: PALM BEACH GARDENS STATE: FL ZIP: 33408 BUSINESS PHONE: 561-627-7171 MAIL ADDRESS: STREET 1: 11780 U.S. HIGHWAY 1 STREET 2: SUITE 600 CITY: PALM BEACH GARDENS STATE: FL ZIP: 33408 FORMER COMPANY: FORMER CONFORMED NAME: MOBILE HOME DYNAMICS INC DATE OF NAME CHANGE: 19820302 4 1 primarydocument.xml PRIMARY DOCUMENT X0407 4 2023-03-28 false 0000067215 DYCOM INDUSTRIES INC DY 0001240707 NIELSEN STEVEN E 11780 U.S. HIGHWAY 1 SUITE 600 PALM BEACH GARDENS FL 33408 true true false false President & CEO false Restricted Stock Units 2023-03-28 4 A false 7619.00 0.00 A 689838.00 D Common Stock 2023-03-30 4 A false 21385.00 0.00 A 711223.00 D Common Stock 2023-03-30 4 F false 10947.00 95.17 D 700276.00 D Common Stock 2023-03-30 4 M false 2176.00 45.94 A 702452.00 D Common Stock 2023-03-30 4 M false 1.00 25.15 A 702453.00 D Common Stock 2023-03-30 5 G false E 14711.00 0.00 D 687742.00 D Stock Option (Right to Buy) 94.99 2023-03-28 4 A false 24280.00 0.00 A 2033-03-28 Common Stock 24280.00 24280.00 D Employee stock option (right to buy) 45.94 2023-03-30 4 M false 2176.00 0.00 D 2029-03-29 Common Stock 2176.00 37099.00 D Stock Option (Right to Buy) 25.15 2023-03-30 4 M false 1.00 0.00 D 2030-03-27 Common Stock 1.00 58301.00 D Each restricted stock unit represents a contingent right to acquire one (1) share of Dycom Industries, Inc. common stock par value $0.33 1/3 per share ("DY common stock"). The option vests in four equal annual installments beginning on March 27, 2021. The restricted stock units vest in four substantially equal annual installments beginning March 30, 2024. No consideration was paid for the restricted stock units. Represents shares of DY common stock acquired upon the settlement of restricted stock units ("RSUs") on March 30, 2023. Each RSU represents a contingent right to acquire one share of DY common stock upon the satisfaction of pre-established performance measures set forth in the award documents. The annual performance measures are based on (i) operating earnings and (ii) the ratio of operating cash flow to net income, in each case before certain items. The shares reported include 1544 shares that vested in connection with the satisfaction of the performance measures described in the previous sentence over the preceding three year performance period. Withholding of common stock for the payment of tax liability incident to the vesting of restricted stock units. Gift to the Margaret Ellen Nielsen Foundation, a charitable foundation of which Mr. Nielsen is President and a Director. Mr. Nielsen disclaims beneficial ownership of all shares of common stock held by the foundation. No consideration was paid for the derivative security. The option vests in four equal annual installments beginning on March 28, 2024. The option vested in four substantially equal annual installments beginning on March 29, 2020. /s/ Steven E. Nielsen by POA from Ryan F. Urness 2023-03-30 EX-24 2 nielsen-poa_5282019.txt NIELSEN_POA POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of Ryan F. Urness and H. Andrew DeFerrari the undersigned's true and lawful attorney-in-fact and agent to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Dycom Industries, Inc. (the "Company"), any Forms 3, 4, and 5 required or permitted to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act"); (2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of the Company, any and all other documents, including any Form 144 or Form ID, necessary or desirable to facilitate the filing of any Forms 3, 4, or 5; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever desirable, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. The authority of the foregoing attorneys-in-fact under this Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company; (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact; or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company. This Power of Attorney revokes and supersedes all prior Powers of Attorney relating to the reporting of the Company's securities under Section 16 of the Exchange Act and shall remain in effect until revoked and superseded by a subsequently filed instrument. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of May, 2019. Signature: /s/Steven Nielsen Print Name: STEVEN NIELSEN