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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: December 13, 2006
DYCOM INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Florida 0-5423 59-1277135
(State or other jurisdiction) (Commission file number) (I.R.S. employer
of incorporation) identification no.)
11770 U.S. Highway One, Suite 101
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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
1. Change in Director Compensation and amendment of 2002 Directors
Restricted Stock Plan.
On December 13, 2006, the Board of Directors (the "Board") of Dycom
Industries, Inc. ("Dycom") approved, upon recommendation of the Compensation
Committee, the following modifications to Dycom's director compensation policy
and an amendment to the Dycom Industries, Inc. 2002 Directors Restricted Stock
Plan (the "Directors Plan").
(i) The annual cash retainer received by each director will be increased from
$18,000 to $30,000 retroactive to November 21, 2006. The additional annual
cash retainers paid to Board members who serve as committee chairs will
also be increased as follows:
o Audit Committee Chairperson: From $5,000 to $10,000
o Compensation Committee Chairperson: From $2,500 to $7,500
o Corporate Governance Committee Chairperson: From $2,500 to $5,000
(ii) For the period from December 13, 2006 to the day immediately prior to the
fiscal 2007 Annual General Meeting of shareholders, each director will
receive a supplemental annual cash retainer of $50,000 (the "Supplemental
Retainer") payable in the form of restricted stock units ("RSUs"), settled
in shares of Dycom common stock, that vest in three equal annual
installments commencing on December 13, 2007. Vesting of RSUs will be
accelerated in the event that the recipient is not nominated or reelected
to the Board or resigns from the Board with its consent.
(iii) In connection with the Supplemental Retainer, the Board adopted an
amendment to the Directors Plan providing for the issuance of RSUs and
allowing recipients to defer the settlement of their RSUs until the
earlier of (a) their termination of service on the Board for any reason,
or (b) a date specified by the director.
A copy of the amended and restated Directors Plan is attached hereto as
Exhibit 99.1.
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.
Dated: December 19, 2006
DYCOM INDUSTRIES, INC.
(Registrant)
By: /s/ Richard L. Dunn
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Name: Richard L. Dunn
Title: Senior Vice President and
Chief Financial Officer
Index to Exhibits
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Exhibit No. Description
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99.1 Dycom Industries, Inc. 2002 Directors Restricted
Stock Plan (as amended and restated effective as
of December 13, 2006).
99.2 Form of Director Restricted Stock Unit Agreement.