On August 20, 2024, the Board of Directors (the “Board”)
of Dycom Industries, Inc. (the “Company”) amended and restated,
effective immediately, the Company’s By-Laws (the “By-Laws”) to:
·
Revise Article I, Section 1 and Article II, Section 2 to allow the Board to modify the location of the Company’s registered
office and the date of the annual meeting of shareholders, respectively.
·
Revise Article II, Section 3 and Article III, Section 3 to add the Company’s Chief Executive Officer to the list of officers
who are authorized to direct the delivery of a notice of an annual or special meeting of shareholders.
·
Revise Article V, Section 6 and related provisions to update the notification
and other requirements related to nominations of directors and solicitations of proxies, including requiring compliance with Rule 14a-19
under the Securities Exchange Act of 1934, as amended.
·
Remove the delegated authority to the Chairman of the Board to perform duties within the authority of management in Article IX, Section
6.
·
Revise and update the general description of and the duties of the Company’s Chief Executive Officer and President in Article
IX.
·
Delete Article XI, Section 2, which contained a mandatory retirement age for the Company’s officers.
·
Update the various forms of communication that the Company can use to notify and otherwise communicate with the Company’s shareholders
and incorporate ministerial, clarifying and conforming changes.
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