Dycom Industries, Inc. (DY) Earnings Call Transcript & Summary

Good morning, and welcome to the 2021 Annual Meeting of Shareholders of Dycom Industries, Inc. I would like to introduce the first presenter, Steven Nielsen.

Good morning, and welcome to the Annual Meeting of Shareholders of Dycom Industries. I am Steven Nielsen, the Chairman of the Board of Directors. Pursuant to the corporation's bylaws, I will chair this meeting, and Ryan Urness will act as secretary. I'll briefly turn this meeting over to the secretary for some preliminary instructions.

Thank you, Steve. The statements made during this meeting and in any Q&A to follow may be forward-looking in nature and are provided pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include all comments reflecting expectations, assumptions or beliefs about future events or performance that do not relate solely to historical periods. Forward-looking statements are subject to risks and uncertainties, which may cause actual results to differ materially from current expectations, including those risks described in our annual report on Form 10-K filed March 5, 2021, and the corporation's other filings with the U.S. Securities and Exchange Commission. The corporation assumes no obligation to update any forward-looking statements. This meeting will be conducted pursuant to the agenda and in accordance with the rules of conduct that are available online. Comments and questions unrelated to the business of the meeting will not be addressed during the meeting. Mr. Chairman?

Thank you. The meeting is now called to order. On behalf of the Board of Directors and management of the corporation, thank you for attending. Today, in addition to myself, a nominee Director, we have the following directors of the corporation in attendance: Dwight Duke; Jennifer Fritzsche, a nominee Director; Eitan Gertel, Patricia Higgins; Peter Pruitt; Richard Sykes; and Laurie Thomsen. Also in attendance is Beth VanDerbeck, who is serving as the inspector of election from the Carideo Group; and David Ryan, Partner PricewaterhouseCoopers, the corporation's independent auditor. Mr. Secretary, please provide documentation regarding notice of the meeting.

Mr. Chairman, the documents to be reflected in the minute book of the corporation regarding notice given for today's meeting are as follows: a notice of the meeting dated April 15, 2021, setting forth the time, place and purpose of the meeting; and an affidavit of mailing, confirming that all registered shareholders, banks, brokers and nominees as of the March 26, 2021 record date, were mailed the proxy materials for this meeting.

Thank you. Ms. VanDerbeck's executed oath as inspector of election will also be filed with the meeting minutes. The inspector will now count the number of shares represented at the meeting.

Mr. Chairman, of the 30,621,363 shares of the corporation stock that were issued and outstanding on the record date, at least 15,310,682 shares are represented in person or by proxy.

Thank you, Ms. VanDerbeck. As a quorum is confirmed present, the meeting is open, and the quorum report of the inspector of election will be filed with the meeting minutes. If there are any shareholders present who have not submitted a proxy and desire to vote their shares now, they may do so online by clicking the voting tab on the bottom of their screen. If you have previously submitted a proxy and you wish to change your vote, you may do so online by clicking the voting tab on the bottom of your screen. You may do so until the polls close. All shareholders have 1 vote per share on the matters presented at this meeting. The time is now 11:03 on May 25, 2021, and the polls are now open. The inspector will tabulate the votes for the 3 proposals being voted on today, which are: first, proposal number one, the election of 2 Directors, Ms. Fritzsche and myself, we have each been nominated to serve for a term of 3 years; second, proposal number two, a nonbinding advisory vote to approve the compensation of the corporation's named executive officers; third, proposal number three, the ratification of the appointment of PricewaterhouseCoopers as the corporation's independent auditor for fiscal 2022. There being no further discussion, I hereby declare that the polls are closed as of 11:04. No ballot, proxy vote or any revocation thereof will hereafter be accepted by the inspector. Ms. VanDerbeck, please present the preliminary vote results.

Yes. Mr. Chairman, all preliminary votes have been counted. A majority of votes at this meeting were cast for each of the Director nominees; and for, each of proposal #2 and proposal #3.

The chair accepts the report of the inspector of elections and declares that all nominee directors have been elected and that proposals #2 and 3 have passed. On behalf of the Board of Directors, we thank our shareholders for the confidence they have expressed today with their votes. There being no other business to come before the meeting, the chair request a motion to adjourn.

Mr. Chairman, I move that the meeting be adjourned.

Hearing no objections, the meeting is adjourned. We'll now take questions.

No questions at this time.

I'd like to thank everyone for attending our annual meeting of shareholders today. I hope everyone stays safe and healthy. Special word of thanks to Patricia Higgins, our retiring Director, and Tim Estes, our retiring Chief Operating Officer, and welcome to Dan Peyovich, our new Chief Operating Officer as of 11:06. Thank you very much.

Thank you. The 2021 Annual Meeting of Shareholders of Dycom Industries, Inc. has now come to an end. Thank you for attending. You may now disconnect.