Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described below under Item 5.07, at the 2022 Annual Meeting of Shareholders (the "2022 Annual Meeting") of Dycom Industries, Inc. (the "Company") held on May 26, 2022, the Company's shareholders approved an amendment to the Company's 2012 Long-Term Incentive Plan to increase the number of authorized shares by 650,000 shares. This amendment is further described under "Proposal 4 - Approval of an Amendment and Restatement to the Dycom Industries, Inc. 2012 Long-Term Incentive Plan" in the Company's proxy statement filed with the U.S. Securities and Exchange Commission on April 15, 2022 (the "2022 Proxy Statement"), which description is incorporated herein by reference pursuant to General Instruction B.3 of Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2022 Annual Meeting, four proposals were voted upon by the Company's shareholders. The proposals are described in detail in the 2022 Proxy Statement. At the 2022 Annual Meeting, the Company's shareholders:

1.elected each of Eitan Gertel, Stephen C. Robinson, Carmen M. Sabater and Richard K. Sykes to serve as directors. Messrs. Gertel, Robinson and Sykes were elected to serve until the Company's 2025 Annual Meeting of Shareholders and Ms. Sabater was elected to serve until the Company's 2024 Annual Meeting of Shareholders;

2.approved, on an advisory basis, the Company's executive compensation;

3.ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for fiscal 2023; and

4.approved an Amendment and Restatement to the Company's 2012 Long-Term Incentive Plan to, among other things, increase the number of shares available for issuance by 650,000 shares.

Set forth below are the voting results for each matter submitted to a vote:

Proposal 1. Election of directors:



           Nominee          Votes For     Votes Against     Abstain     Broker Non-Votes
        Eitan Gertel        25,347,817       353,604        16,147         1,401,889
     Stephen C. Robinson    25,460,052       241,556        15,960         1,401,889
      Carmen M. Sabater     25,464,486       234,454        18,628         1,401,889
      Richard K. Sykes      25,158,981       542,817        15,770         1,401,889

Proposal 2. Approval, by non-binding advisory vote, of the compensation of the Company's named executive officers:



               Votes For     Votes Against     Abstain     Broker Non-Votes
               24,573,786      1,110,956       32,826            ---

Proposal 3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for fiscal 2023:



               Votes For     Votes Against     Abstain     Broker Non-Votes
               26,936,636       168,602        14,219         1,401,889

Proposal 4. Approval of an amendment and restatement to the Company's 2012 Long Term Incentive Plan to, among other things, increase the number of shares available for issuance by 650,000 shares.



               Votes For     Votes Against     Abstain     Broker Non-Votes
               23,836,578      1,858,313       22,677         1,401,889

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