UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

DYCOM INDUSTRIES, INC.

11780 U.S. Highway 1, Suite 600
Palm Beach Gardens, Florida 33408

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On November 21, 2017May 22, 2018

To Our Shareholders:

The Annual Meeting of Shareholders (the “Annual Meeting”) of Dycom Industries, Inc. (the “Company”) will be held at 11:00 a.m., Eastern Time, on Tuesday, November 21, 2017,May 22, 2018, at the corporate offices of Dycom Industries, Inc., 11780 U.S. Highway 1, Suite 600, Palm Beach Gardens, Florida 33408.

At the Annual Meeting, you will be asked to:

The Board of Directors has fixed the close of business on Monday, OctoberApril 2, 2017,2018, as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting.

	By Order of the Board of Directors,
	Richard B. Vilsoet
	Vice President, General Counsel and Secretary

Palm Beach Gardens, Florida
OctoberApril 12, 20172018

YOUR VOTE IS IMPORTANT

Whether or not you attend the Annual Meeting,, it is important that your shares be represented and voted at the meeting. We urge you to promptly vote and submit your proxy via the Internet, by phone, or by signing, dating, and returning the enclosed proxy card in the envelope provided. Instructions for each type of voting are included in the Notice Regarding the Availability of Proxy Materials that you received and in this Proxy Statement. If you attend the Annual Meeting, you can vote in person even if you previously submitted your proxy.

If you choose to attend the Annual Meeting, you will be asked to present valid picture identification, and if you hold your shares through a broker, you will be asked to present a copy of your brokerage statement showing your stock ownership as of OctoberApril 2, 2017.2018. Shareholders without appropriate documentation may not be admitted to the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, NOVEMBER 21, 2017MAY 22, 2018

The Notice, Proxy Statement and Transition Report on Form 10-K for the transition period from July 30, 2017 to January 27, 2018 (which is being provided as the Company’s Annual Report to ShareholdersShareholders) are available on the Internet at www.proxyvote.com.

TABLE OF CONTENTS

DYCOM INDUSTRIES, INC.
11780 U.S. Highway 1, Suite 600
Palm Beach Gardens, Florida 33408

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
Tuesday, November 21, 2017May 22, 2018

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Dycom Industries, Inc. (the “Company”) for use at the Annual Meeting of Shareholders to be held on Tuesday, November 21, 2017,May 22, 2018, at the corporate offices of Dycom Industries, Inc., 11780 U.S. Highway 1, Suite 600, Palm Beach Gardens, Florida 33408, at 11:00 a.m. Eastern Time, or at any adjournments or postponements thereof (the “Annual Meeting”). This Proxy Statement and the accompanying proxy card are being distributed or otherwise furnished to shareholders on or about OctoberApril 12, 2017.2018.

Why is the Annual Meeting being held in May?

We have historically held our Annual Meeting of Shareholders in November because through July 29, 2017, our fiscal year ended on the last Saturday in July. On September 1, 2017, the Board of Directors of the Company approved a change in the Company’s fiscal year end from the last Saturday in July to the last Saturday in January. The scheduling of the Annual Meeting in May reflects our transition to a new fiscal year.

Why does this Proxy Statement contain information relating to a six month transition period?

On March 2, 2018, the Company reported its financial results for the six month transition period from July 30, 2017 to January 27, 2018 (the “Transition Period”) on a Transition Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”). As a result, much of the information contained in this Proxy Statement, particularly information relating to executive compensation matters, covers the Transition Period. References in this Proxy Statement to fiscal 2017 or any prior fiscal year are to the twelve months ended on the last Saturday in July of that year. After the Transition Period, each fiscal year will continue to consist of either 52 or 53 weeks of operations (with the additional week of operations occurring in the fourth fiscal quarter) and will end on the last Saturday in January. The Company’s 2019 fiscal year commenced on January 28, 2018 and consists of 52 weeks.

Why did I receive a one-page Notice in the mail regarding the Availability of Proxy Materials instead of printed proxy materials?

In accordance with rules adopted by the Securities and Exchange Commission (“SEC”),SEC, the Company has elected to furnish its proxy materials to shareholders on the Internet, rather than mailing paper copies to each shareholder. Accordingly, on OctoberApril 12, 2017,2018, the Company sent a Notice Regarding the Availability of Proxy Materials (the “Notice”) to shareholders of record. You have the ability to access the proxy materials on athe website referred to in the Notice or you may request to receive a paper copy of the proxy materials free of charge by following the instructions in the Notice.

What will I be voting on?

The proposals to be voted on at the Annual Meeting are the following:

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered the shareholder of record for those shares, and these proxy materials are being provided directly to you.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares and you hold your shares in “street name.” In this case, proxy materials are

What is the effect of an “abstain” vote?

Abstentions are considered to be present and entitled to vote with respect to each relevant proposal, but will not be considered a vote cast with respect to that proposal.

What if I return my proxy card but do not mark it to show how I am voting?

If you sign and return your proxy card but do not indicate instructions for voting, your shares will be voted “FOR” each of Proposals 1, 2 3, 5 and 6 and for “1 Year” for Proposal 4.3. With respect to any other matter which may properly come before the Annual Meeting, your shares will be voted at the discretion of the proxy holders.

What vote is required to approve each proposal?

The Company has adopted a majority voting standard for uncontested director elections and a plurality voting standard for contested director elections. Under this voting standard, in an uncontested election, a director nominee will be elected if the affirmative vote of shares of common stock represented and entitled to vote at the Annual Meeting exceeds the votes cast opposing that nominee. This majority voting standard is further described below under the section entitled “Board of Directors and Corporate Governance Information—Information—Majority Voting Standard” on page 1213 of this Proxy Statement.

The affirmative vote of shares of common stock represented and entitled to vote at the Annual Meeting and exceeding the votes cast opposing the action is also required (i) to ratify the appointment of the Company’s independent auditor;auditor and (ii) to adopt the non-binding advisory vote to approve executive compensation; (iii) to approve the amendment and restatement of the Company’s 2012 Long-Term Incentive Plan, including an increase in the number of authorized shares and the reapproval of performance goals; and (iv) to approve the Company’s 2017 Non-Employee Directors Equity Plan. The affirmative vote of a plurality of the shares of common stock represented and entitled to vote at the Annual Meeting is required for the advisory vote on the frequency of future advisory votes on executive compensation.

Will any other matters be voted on at the Annual Meeting?

As of the date of this Proxy Statement, management of the Company knows of no other matter that will be presented for consideration at the Annual Meeting other than those matters discussed in this Proxy Statement and matters incidental to the conduct of the Annual Meeting. If any other matters are proposed and properly come before the Annual Meeting and call for a vote of shareholders, your proxy will be voted in the discretion of the proxy holders.

Can I receive future proxy materials electronically?

You can help the Company conserve natural resources and reduce the cost of printing and mailing proxy statements and annual reports by opting to receive future mailings electronically. To enroll, please go to the website www.proxyvote.com, with your proxy card in hand, and follow the instructions.

Deadline for Appointment of Proxies by Telephone or the Internet or Returning Your Proxy Card

Shareholders should complete and return the proxy card as soon as possible. To be valid, your proxy card must be completed in accordance with the instructions on it and received by the Company no later than 11:59 p.m., Eastern Time, on Monday, November 20, 2017May 21, 2018. If you appoint your proxy by telephone or the Internet, the Company must receive your appointment no later than 11:59 p.m., Eastern Time, on Monday, May 21, November 20, 20172018. If your shares of common stock are held in “street name,” you should follow the voting directions provided by your bank, broker or other nominee.

* * * *

A copy of the Company’s Transition Report on Form 10-K for the transition period from July 30, 2017 to January 27, 2018 (which is being provided as the Company’s Annual Report to Shareholders,Shareholders), including financial statements for the Transition Period and the fiscal years ended July 29, 2017 and July 30, 2016, is enclosed with this Proxy Statement, but such documentation does not constitute a part of the proxy soliciting material.

PROXY STATEMENT SUMMARY

This summary highlights certain information about Dycom Industries, Inc. contained in this Proxy Statement. As it is only a summary, please review the entire Proxy Statement before voting.

20172018 Annual General Meeting of Shareholders

Annual Meeting Agenda and Voting Recommendations

Director Nominees

The Board of Directors has nominated two independentfour directors for reelection to the Board. Each of the director nominees is independent under the New York Stock Exchange’s listing standards, except for Mr. Nielsen. The following table provides summary information about each nominee.

was $157.2 million, or 11.1% of contract revenues, for the Transition Period as compared to $215.4 million, or 14.4% of contract revenues, for the six months ended January 28, 2017. Adjusted Net Income was $35.4 million for the Transition Period as compared to $80.2 million for the six months ended January 28, 2017. Adjusted Diluted Earnings per Common Share were $1.11 for the Transition Period as compared to $2.49 for the six months ended January 28, 2017. The second quarter of the Transition Period was impacted by adverse weather which reduced the number of available workdays and negatively impacted productivity and margins. Margins were also impacted by costs incurred in conjunction with the initiation of large customer programs.

The Company continued to create long-term value for shareholders by executing its strategy and operating plans. During the Transition Period, the Company accomplished the following:

Corporate Governance Highlights

The Company is committed to maintaining the highest standards of corporate governance. Strong corporate governance practices help achieve performance goals and maintain the trust and confidence of investors, employees and customers. The Company’s corporate governance practices are described in more detail below under the section entitled “Board of Directors and Corporate Governance Information” starting on page 13 of this Proxy Statement.

Key Compensation Governance Practices

Key Board Governance Practices

PROPOSAL 1 – ELECTION OF DIRECTORS

The Articles of Incorporation of the Company provide that the Board of Directors shall be divided into three classes, with each class having as equal a number of directors as possible. The Board of Directors currently consists of eight members.

TwoFour director nominees have been nominated for election at the Annual Meeting. The nominees are Dwight B. DukeStephen C. Coley, Patricia L. Higgins, Steven E. Nielsen and Laurie J. Thomsen.Richard K. Sykes. Each nominee was selected by the Corporate Governance Committee and approved by the Board of Directors for submission to shareholders of the Company. Mr. DukeColey, Ms. Higgins and Ms. ThomsenMr. Nielsen are each currently serving a term that expires at the Annual Meeting and each has been nominated for a term expiring at the Company’s fiscal 20202021 annual meeting. Charles B. Coe,Mr. Sykes was elected to the Board of Directors in March 2018 and has been nominated for a director whoseone-year term also expiresexpiring at the Company’s fiscal 2019 Annual Meeting.

The Company’s Amended and Restated By-laws provide that no member of the Board of Directors may stand for re-election if aged 68 or older at the date of his or her re-election. However, in accordance with the Company’s Amended and Restated By-laws, the Board may, by unanimous vote, grant a waiver of the retirement policy. At the time of the 2018 Annual Meeting, has reachedMr. Coley’s age will exceed the mandatory retirement age for Board membersof 68 under the Company’s Amended and Restated By-laws and will therefore be deemedBy-laws. Given Mr. Coley’s value to have resigned at the expiration of his current term. In connection with Mr. Coe’s retirement, the Board of Directors and the Company, the Board has determined to reduce the sizegranted Mr. Coley a waiver of the Board of Directors from eight members to seven members, effective upon Mr. Coe’s retirement policy and has therefore nominatedapproved his nomination for election at the Annual Meeting only Mr. Duke and Ms. Thomsen. The remaining five directors’ terms will continue, as described below.Meeting.

The Company’s Amended and Restated By-laws provide for a majority voting standard for the election of directors in uncontested elections of directors, such as that being conducted at the Annual Meeting. Under this standard, a director nominee will be elected only if the number of shares of common stock represented and entitled to vote at the Annual Meeting that vote “for” the nominee exceeds the number of votes “against” that nominee. Pursuant to the standard, a director is required to tender his or her resignation to the Board of Directors if the director fails to receive the required number of votes. The Corporate Governance Committee, composed entirely of independent directors, will evaluate and make a recommendation to the Board of Directors with respect to the tendered resignation, taking into consideration any factors that they deem relevant. The Board of Directors must take action on the Corporate Governance Committee’s recommendation within 90 days following certification of the shareholders’ vote and publicly disclose its decision within four business days after its decision is made. If a director’s resignation is not accepted by the Board of Directors, such director will continue to serve as a director until the next succeeding annual meeting and until his or her successor is duly elected or until the director’s earlier resignation, removal from office or death. This majority voting standard is further described below under the section entitled “Board of Directors and Corporate Governance Information—Majority Voting Standard” on page 1213 of this Proxy Statement.

Each nominee has consented to serve if elected to the Board of Directors. If any director nominee becomes unable to accept nomination or election, which is not anticipated, the persons named as proxies will vote for the election of such other person as the Board of Directors may recommend. Proxies cannot be voted for a greater number of persons than the number of nominees named below.

The namesIncluded in the biography of each of the nominees for election as a director of the Company and of those directors of the Company continuing in office their ages, their principal occupations during the past five years, certain other directorships held, their lengthis a description of service on our Board of Directors, and a summary of their specific experience,experiences, qualifications, attributes and skills that led our Board of Directors to conclude that he or she should serve as a director of the Company are set forth below.Company.

NOMINEES FOR ELECTION AT THIS MEETING

Recommendation of the Board of Directors

The Board of Directors recommends that shareholders vote “FOR” the election of Dwight B. Duke and Laurie J. Thomsen as directors.

NOMINEES FOR ELECTION AT THIS MEETING (continued)

Recommendation of the Board of Directors

The Board of Directors recommends that shareholders vote “FOR” the election of Stephen C. Coley, Patricia L. Higgins, Steven E. Nielsen and Richard K. Sykes as directors.

DIRECTORS WHOSE TERMS CONTINUE BEYOND THE MEETING

DIRECTORS WHOSE TERMS CONTINUE BEYOND THE MEETING (continued)

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

The Company is committed to sound corporate governance and to full compliance with New York Stock Exchange (“NYSE”), SEC and other regulatory and legal requirements. In furtherance of these goals, the Board of Directors has adopted a Code of Business Conduct and Ethics, a Code of Ethics for Senior Financial Officers, Corporate Governance Guidelines and written charters for each of its Audit Committee, Compensation Committee, Corporate Governance Committee and Finance Committee, all of which are available on the Company’s website at www.dycomind.com. Copies of each may also be obtained, without charge, upon written request to the Secretary of the Company at 11780 U.S. Highway 1, Suite 600, Palm Beach Gardens, Florida 33408. These documents are periodically reviewed in light of corporate governance developments and modified as appropriate. Please note that the information contained in or connected to the Company’s website is not intended to be part of this Proxy Statement.

Majority Voting Standard

The Company’s Amended and Restated By-laws provide for a majority voting standard for uncontested director elections. ThisUnder this standard, states that in uncontested elections of directors, a director nominee will be elected only if the affirmative vote of shares of common stock represented and entitled to vote at an annual meeting exceeds the votes cast opposing that nominee. Pursuant to the standard, a director willis required to tender his or her resignation to the Board of Directors if the director fails to receive the required number of votes. The Board of Directors shall nominate for election or re-election only those candidates who agree to tender, promptly following the person’s failure to receive the required vote for election or re-election at the next annual meeting at which such person would face election or re-election, an irrevocable resignation that will be effective upon the Board of Directors’ acceptance of the resignation. In addition, the standard requires the Board of Directors to fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board of Directors, the same form of irrevocable resignation tendered by incumbent directors.

The Corporate Governance Committee, composed entirely of independent directors, will evaluate and make a recommendation to the Board of Directors with respect to the tendered resignation. In its review, the Corporate Governance Committee will consider any factors that it deems relevant.

The Board of Directors must take action on the Corporate Governance Committee’s recommendation within 90 days following certification of the shareholders’ vote and publicly disclose its decision and the rationale for the decision on a Current Report on Form 8-K furnished with the SEC within four business days after its decision. Absent a determination by the Board of Directors that it is in the best interests of the Company for an unsuccessful incumbent to remain as a director (based on such factors that the Board of Directors deems relevant), the Board of Directors shall accept the resignation. In accordance with the Company’s Corporate Governance Guidelines, an unsuccessful incumbent director will not participate in any deliberations of the Corporate Governance Committee or the Board of Directors with respect to the tendered resignation. The Corporate Governance Guidelines also provide procedures to address a situation in which all members of the Corporate Governance Committee are unsuccessful incumbents.

If the Board of Directors accepts the resignation of an unsuccessful nominee for director, it may fill the resulting vacancy or decrease the size of the Board of Directors in accordance with the Company’s Amended and Restated By-laws or the Company’s Articles of Incorporation. If a director’s resignation is not accepted by the Board of Directors, such director will continue to serve as a director until the next succeeding annual meeting and until his or her successor is duly elected and has qualified, unless otherwise provided in the Company’s Articles of Incorporation, or until the director’s earlier resignation, removal from office or death. In contested elections, the plurality voting standard will apply. A contested election is an election in which the Secretary of the Company determines that the number of director nominees exceeds the number of directors to be elected to the Board of Directors.

Board Leadership Structure

Steven E. Nielsen serves as our Chairman of the Board of Directors and our Chief Executive Officer. The Board of Directors believes that the Company is best served by having one person serve as both Chairman of the Board of Directors and Chief Executive Officer because this structure provides unified leadership and direction. In his capacity as Chief Executive Officer, Mr. Nielsen possesses an intimate knowledge of the daily operations of the Company and its relationships with customers and employees. Calling upon this knowledge, Mr. Nielsen is

individual with primary responsibility for managing the Company’s day-to-day operations, Mr. Nielsen is also best positioned to chair regular meetings of the Board of Directors and ensure that key business issues are brought to the attention of the Board of Directors. His in-depth knowledge of the industry, and the issues, opportunities and challenges facing the Company enable decisive leadership with clear accountability. The combined role as Chairman and Chief Executive Officer also ensures that the Company presents its message and strategy to shareholders, employees, customers and other stakeholders with a unified, single voice.

Board independence and oversight of the senior management of the Company are enabled by the presence of independent directors who have substantive knowledge of the Company’s business and have oversight over critical functions of the Company, such as the integrity of the Company’s financial statements, the evaluation and compensation of executive management and the nomination of directors. In accordance with the Company’s Corporate Governance Guidelines, independent directors meet without management present at regularly scheduled executive sessions (at least quarterly). As described below under “—Executive Sessions of Non-Management Directors,” the Company’s independent directors are led by a lead non-management director, currently Stephen C. Coley, who, in accordance with the Company’s Corporate Governance Guidelines, chairs executive sessions of the non-management directors, advises the Chairman and chairs of the committees of the Board of Directors with respect to agendas and ensures that information needs relating to meetings of the Board of Directors and its committees are met. Mr. Coley, along with the other independent directors, brings experience, oversight and expertise from outside the Company and industry, while the Chairman and Chief Executive Officer brings Company and industry-specific experience and expertise.

Board Role in Risk Oversight

The Board of Directors takes an active role in overseeing risks related to the Company both as the full Board of Directors and through its committees. The committees of the Board of Directors are primarily responsible for the oversight of risk as follows:

The Board of Directors has determined that the full Board is the most effective structure for the general oversight of risks. The Board of Directors also believes its oversight of risk is enhanced by its current leadership structure as discussed above. The Chief Executive Officer who, in his role of Chairman chairs regular meetings of the Board of Directors, is best able to understand, evaluate and raise critical business and other risks to the attention of the Board of Directors. The Board of Directors receives regular reports from the committee chairs, as well as reports directly from officers of the Company to ensure it is apprised of risks, how these risks may relate to one another and how management is addressing these risks.

In addition, the Company conducts a periodic enterprise-wide assessment of risks. The risks considered as part of this assessment include those inherent in the Company’s business, as well as the risks from external sources such as competitors, the economy and credit markets, and regulatory and legislative developments. A report is periodically presented to the Board of Directors by management and updates are provided as required. The objectives of the risk assessment process include (i) determining whether there are risks that require additional or higher priority mitigation efforts; (ii) developing a defined list of key risks to be shared with the Audit Committee, the Board of Directors and senior management; (iii) contributing to the development of

internal audit plans; (iv) facilitating the NYSE governance requirement that the Audit Committee discuss policies

Board of Directors has reviewed the qualifications and experience of each of the Audit Committee members and determined that all members of the Audit Committee are “financially literate” as defined by the NYSE listing standards. The Board of Directors has determined that the Chair of the Audit Committee, Patricia L. Higgins, qualifies as an “audit committee financial expert” within the meaning of applicable regulations of the SEC, promulgated pursuant to the Sarbanes-Oxley Act of 2002, and has “accounting or related financial management expertise” within the meaning of the NYSE listing standards. The SEC has indicated that the designation of Ms. Higgins as an audit committee financial expert does not make her an “expert” for any purpose, impose any duties, obligations or liability that are greater than the duties, obligations or liability imposed as a member of the Audit Committee and the Board of Directors in the absence of such designation, or affect the duties, obligations or liability of any other member of the Audit Committee or the Board of Directors.

The Audit Committee has responsibility for, among other things, assisting the Board of Directors in the oversight of:

Compensation Committee. The Compensation Committee met 11eight times during fiscal 2017.the Transition Period. The Board of Directors has determined that each member of the Compensation Committee is independent within the meaning of the NYSE Corporate Governance listing standards and the Company’s Corporate Governance Guidelines.

The Compensation Committee has responsibility for, among other things:

Pursuant to its charter, the Compensation Committee is empowered to hire outside advisors as it deems appropriate to assist it in the performance of its duties. The Compensation Committee has sole authority to select, retain, terminate and approve the fees for any compensation consultant or advisor, and to oversee its work. The Compensation Committee reviews the independence of any compensation consultant under the rules of the SEC and the listing standards of the NYSE to determine whether a conflict of interest exists that would prevent such compensation consultant from independently representing the Compensation Committee. The Compensation Committee has engaged Compensation Strategies, Inc. (“Compensation Strategies”) as an independent executive compensation consulting firm to provide executive and director compensation consulting services to the Compensation Committee. In fiscal 2017,During the Transition Period, a representative of Compensation Strategies attended 10 out of 11all eight Compensation Committee meetings.

For additional discussion on the services provided by Compensation Strategies to the Compensation Committee, as well as the Compensation Committee’s role and the process and procedures for the consideration and determination of executive compensation, see “Executive Compensation—Compensation Discussion and Analysis” beginning on page 1920 of this Proxy Statement and “Director Compensation—Compensation of Non-Employee Directors” beginning on page 5557 of this Proxy Statement.

Corporate Governance Committee. The Corporate Governance Committee met fivefour times during fiscal 2017.the Transition Period. The Board of Directors has determined that each member of the Corporate Governance Committee is independent within the meaning of the NYSE Corporate Governance listing standards and the Company’s Corporate Governance Guidelines.

The Corporate Governance Committee has responsibility for, among other things:

Executive Committee. The Executive Committee did not meet during fiscal 2017.the Transition Period. The Executive Committee is empowered to act for the full Board of Directors during intervals between Board meetings, with the exception of certain matters that by law may not be delegated.

Finance Committee. The Finance Committee met fivethree times during fiscal 2017.the Transition Period. The Finance Committee has responsibility for, among other things:

Code of Ethics for Senior Financial Officers and Code of Business Conduct and Ethics

The Company has adopted a Code of Ethics for Senior Financial Officers and a Code of Business Conduct and Ethics, each of which is a code of ethics as defined in Item 406(b) of Regulation S-K of the Securities Act of 1933. The Code of Ethics for Senior Financial Officers applies to the Chief Executive Officer, Chief Financial Officer, Controller and other employees performing similar functions. The Code of Business Conduct and Ethics applies to all directors, officers, managers and employees of the Company. The Code of Ethics for Senior Financial Officers and the Code of Business Conduct and EthicsThese codes reflect the Company’s expectation that its directors, officers and other employees conduct themselves with the highest standard of business ethics. The Company discloses amendments to provisions of the Code of Ethics for Senior Financial Officers and the Code of Business Conduct and Ethics, or a waiver from the Code of Ethics for Senior Financial Officers and the Code of Business Conduct and Ethics for the Chief Executive Officer, Chief Financial Officer, Controller and other employees performing similar functions by posting such information on the Company’s website at www.dycomind.com.

Executive Sessions of Non-Management Directors

In accordance with the Company’s Corporate Governance Guidelines, non-management directors meet without management present at regularly scheduled executive sessions (at least quarterly). The lead non-management director, who is currently Stephen C. Coley, presides at such sessions.

Communications with the Board of Directors

The Board of Directors has adopted a formal process by which shareholders and other interested parties may communicate with one or more of the Company’s non-management directors, the non-management directors as a group, a committee of the Board of Directors or the full Board of Directors. Shareholders who wish to communicate with a director or director group should direct their communications in writing to:

Dycom Industries, Inc.
c/o Richard B. Vilsoet, Secretary
11780 U.S. Highway 1, Suite 600
Palm Beach Gardens, Florida 33408
Email: corporate.secretary@dycominc.com

The Secretary of the Company has primary responsibility for monitoring director-related communications from shareholders and other interested parties and forwarding collected communications to the intended recipient provided they meet certain criteria. In general, communications are forwarded to the intended director or director group as long as the communications do not relate to ordinary business, legal or administrative matters or other non-substantive or inappropriate matters further described in the Company’s Internal Process for Handling Communications to and from Directors. All concerns and complaints relating to accounting, internal accounting controls or auditing practices, including those reported as a violation of the Code of Business Conduct and Ethics or the Code of Ethics for Senior Financial Officers, will be referred to the Audit Committee in accordance with the Company’s Audit Committee Procedures for Complaints Regarding Accounting, Internal Accounting Controls and Auditing Matters. Each of the Code of Business Conduct and Ethics, the Internal Process for Handling Communications to and from Directors and the Audit Committee Procedures for Complaints Regarding Accounting, Internal Accounting Controls and Auditing Matters are available on the Company’s website at www.dycomind.com.

Director Candidates

Pursuant to its charter and the Company’s Corporate Governance Guidelines, the Corporate Governance Committee is responsible for recommending to the Board of Directors the director nominees for election by shareholders of the Company, including those nominees that are recommended by shareholders in accordance with the procedures set forth in the Company’s Amended and Restated By-laws and applicable law. The process followed by the Corporate Governance Committee to identify and evaluate director candidates includes requesting from directors and others recommendations for director candidates, engaging third-party search firms, meeting from time to time to evaluate biographical information and background materials relating to potential candidates, and interviewing of selected candidates by members of the Corporate Governance Committee and the Board of Directors.

The Board of Directors and the Corporate Governance Committee believe that the Board of Directors’ membership should reflect the diversity of experience, background, skills, geography and gender required to meet its corporate governance, oversight and advisory functions in a way that is in the best interest of shareholders. This includes ensuring that the Board of Directors has the expertise required to fulfill all of its legal and regulatory requirements, including the requirements for each of its committees. Accordingly, in considering whether to recommend any particular candidate for inclusion in the slate of recommended director nominees, the Corporate Governance Committee will consider numerous attributes, including those described above, as well as the candidate’s integrity, business acumen, knowledge of the Company’s business and industry and experience that will complement the current members of the Board of Directors. The Corporate Governance Committee will also assess whether there is any conflict of interest with respect to the Company and the director nominee. The Corporate Governance Committee does not assign specific weights to particular criteria, and no particular criterion is a prerequisite for a prospective nominee. The Corporate Governance Committee believes that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of background, experience, knowledge and abilities that will allow the Board of Directors to fulfill its responsibilities and operate effectively.

The Corporate Governance Committee considers director nominee candidates from many sources, including shareholders. If a shareholder wishes to recommend a nominee for director, written notice should be sent to the Secretary of the Company in accordance with the instructions set forth under “Additional Information—Proposals for 20182019 Annual Meeting of Shareholders” on page 7565 of this Proxy Statement. The Corporate Governance Committee will evaluate shareholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Stock Ownership Guidelines for Non-Employee Directors

The Board of Directors has established stock ownership guidelines that require each non-employee director to beneficially own at least 10,000 shares of Company common stock.stock with a value of at least five times the annual cash retainer paid to such non-employee director. This requirement must be met within five years after appointment or election to the Board of Directors. The Company believes that these guidelines further align the interests of directors with those of shareholders. Please see “Executive Compensation—Compensation Discussion and Analysis—Stock Ownership Guidelines” beginning on page 3738 of this Proxy Statement for additional information regarding the guidelines.

Compensation Committee Interlocks and Insider Participation

Charles B. Coe, Dwight B. Duke, Eitan Gertel and Laurie J. Thomsen are members of the Compensation Committee. No member of the Compensation Committee is a current or former officer or employee of the Company. In addition, there are no compensation committee interlocks between the Company and other entities involving the Company’s executive officers and the members of the Board of Directors who serve as executive officers of those other entities.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

This section of the Proxy Statement highlightsdescribes the Company’s performance during fiscalthe six month transition period from July 30, 2017 to January 27, 2018 (the “Transition Period”) and provides an overview and analysis of the Company’s executive compensation program.program during that period. It discusses the Company’s compensation principles and objectives, compensation-setting process, major elements of compensation paid under its compensation program and other Company compensation-related policies. It also reviews the actions taken by the Compensation Committee of the Board of Directors (the “Compensation Committee”) for fiscal 2017.the Transition Period.

For fiscal 2017,the Transition Period, the Company’s Named Executive Officers were:

The Compensation Committee establishes the Company’s overall executive compensation philosophy and oversees the executive compensation program in accordance with its charter. This charter is available on the Company’s website at www.dycomind.com.

Transition Period

Historically, the Compensation Committee has made compensation program determinations for the subsequent 12-month fiscal year period at the beginning of that fiscal year. In connection with the Company’s change in its fiscal year end from the last Saturday in July to the last Saturday in January, base salaries, cash incentive compensation opportunity levels, equity award grants and performance goals were established for the six month Transition Period. As further described in this section, the Company maintained the same executive compensation and benefit programs that were applicable to the Named Executive Officers for fiscal 2017. However, due to the duration of the Transition Period, the Compensation Committee established award opportunities for the Named Executive Officers under the Company’s annual incentive plan and long-term incentive plan that were prorated. The decisions of the Compensation Committee with respect to the Transition Period were of the same nature as those the Compensation Committee would have made normally for a full fiscal year and therefore, this Compensation Discussion and Analysis uses the word “annual” at times when referring to those actions by the Compensation Committee for the Transition Period.

Executive Summary

Fiscal 2017Transition Period FinancialOverview and Strategic Developments.²Dycom Industries, Inc. is a leading provider of specialty contracting services throughout the United States and in Canada. In fiscal 2017,During the Transition Period, the Company experienced continued strong year-over-year growth into take actions to strengthen the following key financialCompany’s operations and operational benchmarks:create long-term value for shareholders. For the Transition Period, contract revenues were $1.411 billion as compared to $1.500 billion during the six months ended January 28, 2017. Adjusted EBITDA was $157.2 million, or 11.1% of contract revenues, for the Transition Period as compared to $215.4 million, or 14.4% of contract revenues, for

the six months ended January 28, 2017. Adjusted Net Income was $35.4 million for the Transition Period as compared to $80.2 million for the six months ended January 28, 2017. Adjusted Diluted Earnings per Common Share were $1.11 for the Transition Period as compared to $2.49 for the six months ended January 28, 2017. The second quarter of the Transition Period was impacted by adverse weather which reduced the number of available workdays and negatively impacted productivity and margins. Margins were also impacted by costs incurred in conjunction with the initiation of large customer programs.

Total Shareholder Return of Company v. Peer Group.Based on data provided to the Company by the Company’s independent compensation consultant, Compensation Strategies, Inc., the following table shows the Company’s annualized one-year, three-year and five-year total shareholder return, or “TSR” (defined as stock appreciation and dividends paid for the relevant period), for the Transition Period and the one-year, three-year and five-year periods ending on January 26, 2018, and the Company’s performance relative to the Peer Group:

Total Shareholder Return: Dycom v. Peer Group⁽¹⁾

The Company continued to take action to create long-term value for shareholders by executing its strategy and operating plans. In fiscal 2017,During the Transition Period, the Company accomplished the following:

20162017 Say-On-Pay Advisory Vote Results. The Company values the opinions of its shareholders as expressed through their votes and other communications and annually submits the executive compensation programof its Named Executive Officers to a non-binding shareholder advisory “say-on-pay” vote. In November 2016,2017, the Company held its annual say-on-pay vote and 99%vote. 98.7% of the votes cast onapproved the proposal were in favorcompensation of the executive compensation program, whichNamed Executive Officers. This result was consistent with the Company’s three priorprevious say-on-pay advisory votes. The Company believes these continued results demonstrate the continued high degreelevel of support thatapproval our shareholders havemaintain for the executive compensation program. TheOn an ongoing basis, the Compensation Committee reviews the executive compensation program on an ongoing basisso as to ensure it continues to be alignedits continued alignment with the Company’s pay-for-performance philosophy and general market practices.

In addition, in November 2017, the Company held a shareholder advisory vote on the frequency of future say-on-pay votes. Consistent with the recommendation of the Board of Directors, 91.6% of votes cast were in favor of holding future say-on-pay votes annually. The Company intends to continue to hold say-on-pay votes annually unless shareholders advise the Company otherwise at the 2017Company’s 2023 annual meeting of shareholders.meeting.

Pay Is “At Risk” and Aligned with Performance. The executive compensation program is designed to maintain a strong link between pay and performance.support the Company’s pay-for performance principles. “At risk” compensation includes annual cash incentive and equity-based awards through which the performance of the Company and the executive is recognized.

Annual cash incentive awards under the annual incentive plan and performance vesting restricted stock units under the equity incentive plans are performance-based awards and represent “at-risk” compensation because

they require minimum levels of performance against the Company’s strategic goals and operating plans for any payout to occur. Similarly, stock option awards under the equity incentive plans are performance-based and “at-risk” because the stock price at exercise must exceed the original stock price at the date of grant in order for value to be generated.

within the meaning of the New York Stock Exchange corporate governance listing standards and the Company’s Corporate Governance Guidelines. Decisions with respect to determining the amount and form of compensation for the Named Executive Officers are based on the methodology described below.

To assist the Compensation Committee in making its compensation decisions, management and the Compensation Committee’s independent compensation consultant prepare detailed information for the Compensation Committee, which indicates,present, among other things, thehistoric base salarysalaries and actual compensation payouts, both cash and equity, under the Company’s incentive plans over an extended period of time.plans. The overall purpose of this information is to present, in a comprehensive fashion, all of the elements of actual and potential future compensation that may be payable to the Named Executive Officers. This information assists the Compensation Committee in analyzing the individual elements of compensation (including the mix of compensation elements) and the total amount of actual and potential future compensation for a particular performance year. In connection with setting compensation for the Named Executive Officers for the Transition Period, the Compensation Committee met with management and the Compensation Committee’s independent compensation consultant and reviewed the design of the executive compensation program and the reasonableness of individual compensation targets and awards.

The Compensation Committee also reviews information regarding the Peer Group, as well as other compensation data, which has been provided by the Compensation Committee’s independent compensation consultant, as described below. The Compensation Committee considers the following factors in setting the target total direct compensation for each Named Executive Officer:

For the 61^st percentile of the Peer Group.²

For fiscal 2017,Transition Period, the peer group (the “Peer Group”) consisted of the following 19 companies from the specialty construction and engineering services industry:industry and was unchanged from the 2017 fiscal year:

Role of Executive Officers

The Chief Executive Officer, in consultation with the Compensation Committee, establishes the strategic direction of the executive compensation program. In the first quarter of each fiscal year, the Chief Executive Officer meets with the Compensation Committee to discuss the prior yearyear’s financial results and to evaluate and assess the performance of the other Named Executive Officers. This assessment,evaluation, together with the Compensation Committee’s own judgment, taking into account the results of the most recent competitive market positioning review, is used to evaluatedetermine the individual performance and compensation of those Named Executive Officers. The Compensation Committee is solely responsible for evaluating the Chief Executive Officer’s performance and setting the level and elements of his compensation. The Chief Executive Officer is not present when the Compensation Committee discusses and determines his compensation.

Compensation and Risk

The Compensation Committee evaluates the risks and rewardseffectiveness associated with the Company’s overall compensation principles and structure of its executive compensation program, and determines the compensation for the Named Executive Officers. Management and the Compensation Committee identify potential risks and reflect those risks in the Company’s designstructure of its executive compensation program. With respect to the elements of compensation:

Annual Base Salaries.Named Executive Officers are provided with a base salary which recognizes the value of the executive’s skills, experience, prior record of achievement, and importance to the Company. Base salary levels are set to attract quality executives, to provide a fixed base of cash compensation and to recognize the challenges and varied skill requirements of different positions.

Base salaries are reviewed annuallyat the beginning of each fiscal period and from time to time in connection with a change in the executive’s responsibility. In making his recommendation to the Compensation Committee, the Chief Executive Officer reviews the performance of the other Named Executive Officers, market compensation levels for comparable positions, the executive’s potential attractiveness to other companies, and the overall financial health and performance of the Company. The Compensation Committee reviews the Chief Executive Officer’s recommendations and together with its own judgments, sets base salaries relative to the recommendations. The Compensation Committee utilizes a formal study of market compensation levels prepared by its independent compensation consultant in order to evaluate the executives’ base salaries and the Chief Executive Officer’s recommendations.

The Compensation Committee directly sets the base salary for the Chief Executive Officer. InThe Compensation Committee does so doing, the Committee reviewsthrough an evaluation of the performance of the Chief Executive Officer,Officer. This process includes a formal survey of all of the Company’s non-employee directors. The survey is conducted annually and augmented by informal communications from the Company’s non-employee directors to the Compensation Committee. In addition, the Compensation Committee evaluates market compensation levels as set forth in the independent compensation consultant’s most recent study and other relevant information. In addition, the Compensation Committee reviews the results of the assessment of the Chief Executive Officer’s performance resulting from a formal survey of all of the Company’s non-employee directors which is conducted annually and informal communications from the Company’s non-employee directors.

Based upon a review of market compensation levels for comparable positions in the Peer Group, the general market and the individualother factors described above, the Compensation Committee approved base salary increases of 4%5.66% for the Chief Executive Officer and an average of 4.18%5.75% for the other Named Executive Officers as a group. In February 2018, after reviewing the base salaries of the Named Executive Officers, the Compensation Committee concluded that given the six month duration of the Transition Period, it would not make any adjustments to such salaries for fiscal 2019 and would defer consideration of any subsequent base salary adjustment until the beginning of fiscal 2020. As a result, there will be no salary adjustments for the Named Executive Officers for a period of 18 months, the last adjustment having been the increase that occurred during the Transition Period as described above.

The base salary ofearned by each Named Executive Officer is set forth in the “Salary” column of the Summary Compensation Table on page 4041 of this Proxy Statement.

Annual Cash Incentives.The Compensation Committee grants to Named Executive Officers anthe opportunity to earn an annual cash incentive awards to recognizeaward that recognizes and rewardrewards individual performance thatwhich meaningfully enhances the operations of the Company during a fiscal year. Awards are designed to communicate to executivesan executive that good performance is recognized and valued. Furthermore, the Compensation Committee believes annual cash incentive awards strongly encourage executivesan executive to continuously improve theirhis or her efforts in delivering annual results that are aligned with the Company’s long-term goals.

Annual Incentive Plan—Chief Executive Officer and Chief Operating Officer. Annual cash incentive award opportunities for the Chief Executive Officer and the Chief Operating Officer are determined under the Company’s annual incentive plan, which has been previously approved by the Company’s shareholders. These incentive compensation opportunities were determined based upon performance goals established by the Compensation Committee within 45 days following the beginning of the Transition Period in order to qualify such compensation as “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code.

For the Transition Period, the Compensation Committee established award opportunities under the Company’s annual incentive plan for Messrs. Nielsen and Estes at 50% of the target and maximum amounts that otherwise would have been expected to apply for a 12-month fiscal year. The two-part structure of the annual incentive award opportunities for Messrs. Nielsen and Estes was retained, provided that the performance goals of Part 1 (as described below) of the annual incentive award adopted by the Compensation Committee reflected (1) the Company’s budgeted revenues and earnings for the Transition Period being at proportionately lower levels (and less than half of a 12-month fiscal year) due to seasonality and the resulting decreased number of available workdays during the Company’s fiscal quarter ending on the last Saturday in January and (2) the impact of a shortened period on operating cash flow measures. Awards paid under the plan are designed to be “at-risk”

based upon the performance of the Company and, accordingly, have exhibited significant variability from year to year. Over the period from fiscal 2013 through the Transition Period, the annual cash incentive award to the Chief Executive Officer has ranged from approximately 98% to 195% of base salary, averaging approximately 141% of base salary, and the annual cash incentive award for the Chief Operating Officer has ranged from approximately 82% to 160% of base salary, averaging approximately 116% of base salary.

As described in more detail below, for the Transition Period, the annual incentive cash award opportunity under the annual incentive plan consisted of two parts:

With respect to Part 1 of the annual incentive plan, when the Company’s operating earnings equal or exceed 1.0% of the Company’s contract revenues, the Compensation Committee may, at its discretion, modify the awards to the Chief Executive Officer and the Chief Operating Officer subject to their respective maximum amount available under Part 1. For the Transition Period, the Compensation Committee determined the achievement of the pre-established performance goals under Part 1 without giving effect to the income tax benefit to the Company resulting from the Tax Cuts and Jobs Act of 2017 (“Tax Reform”). The impact was primarily due to the re-measurement of the Company’s net deferred tax liabilities at a lower U.S. federal corporate income tax rate which resulted in an increase in the Company’s net income for the Transition Period without a corresponding increase in cash flow. This increase in net income due to Tax Reform was not contemplated at the time that the Compensation Committee established performance goals for the Transition Period. Because, as described below, the actual amount awarded to Messrs. Nielsen and Estes under Part 1 of the annual incentive plan is determined based in part upon operating cash flow ratio, the exclusion of the above-referenced income tax benefit from the calculation was appropriate in order to achieve the performance criteria which the Compensation Committee had initially established for Messrs. Nielsen and Estes for the Transition Period under Part 1 of the annual incentive plan.

Transition Period Annual Incentive Award Determination

The following table sets forth the range of potential award payouts and the total annual cash incentive awards paid to Mr. Nielsen and Mr. Estes under Parts 1 and 2 of the annual incentive plan for the Transition Period:

Awards under the annual incentive plan were paid in April 2018. The amounts awarded to Mr. Nielsen and Mr. Estes are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 41 of this Proxy Statement.

Part 1 of Annual Incentive Plan

The actual amount awarded to Mr. Nielsen and Mr. Estes under Part 1 of the plan was determined by evaluating the earnings quality for the Transition Period in relation to operating margin performance against a pre-established threshold percentage (2.0%) of contract revenues. This threshold percentage was reduced from the 4.0% threshold percentage which the Compensation Committee had established for fiscal 2017. The Company’s

budgeted revenues and earnings for the Transition Period were proportionately lower (and less than half of a 12-month fiscal year) due to the more pronounced impact of seasonality on the Transition Period. Due to the six month duration of the Transition Period, winter weather impacted a greater portion of the Transition Period as compared to a 12-month fiscal year.

The performance goals established by the Compensation Committee for the Transition Period applied a pre-established payout percentage described below to the Company’s operating earnings (before asset impairments, annual incentive plan compensation, amounts associated with the extinguishment of debt or termination of debt agreements, the impact of certain accounting changes and amounts for amortization of debt discount) above a pre-established threshold percentage of contract revenues. The pre-established payout percentage varies as a function of the Company’s cash flow ratio, which is measured as the ratio of operating cash flow to net income (before asset impairments, annual incentive plan compensation for the individual, amounts associated with the extinguishment of debt or termination of debt agreements, amounts for amortization of debt discount and for purposes of determining net income before asset impairments and annual incentive plan compensation for the individual only, the provision for income taxes excludes any impact of the application of FASB Accounting Standards Update No. 2016-09).

Each fiscal year, the Compensation Committee reviews each of the elements included in the annual incentive plan and sets performance goals that reflect the Compensation Committee’s assessment of the Company’s earnings potential, projected operating environment and the general economic climate. Accordingly, performance goals may vary from year to year in order to ensure that an appropriate base level of performance is achieved before any award is paid out, subject to the discretion of the Compensation Committee as described above. This review also ensures that the annual incentive plan performs as designed and incents superior performance aligned with achieving the Company’s strategic goals and operating plans.

As part of its review for the Transition Period, the Compensation Committee increased both the levels of the Company’s cash flow ratio and the pre-established payout percentages to appropriately reflect the budgeted amount of operating cash flow for the Transition Period. In addition, given the six month duration of the Transition Period, a targeted range of cash flow ratios was used, such that cash flow ratios within a particular targeted range would result in the same pre-established payout percentage. The Compensation Committee determined that a range was more appropriate given the six month period.

For the Transition Period, the range of pre-established payout percentages was as follows:

The use of a threshold amount of contract revenues ensures that the Company’s performance exceeds a pre-established base level before any award was earned. Thus, under Part 1 of the plan, no incentive award is earned unless a base level of annual performance has been achieved. The reliance on cash flow and earnings measures in determining the payout amount reflects the importance to the Company of both operating margins and cash flow discipline.

The performance goals for the Transition Period provided that acceptable margins without solid cash flows resulted in a reduced award payment, while solid cash flows absent acceptable margins would result in no award payment at all. Once the threshold percentage is achieved, only incremental cash flows and operating earnings generate an increased award payout. The use of both operating earnings and cash flow as performance measures ensures that only high-quality earnings result in the payout of awards, as both income statement and balance sheet performance is required.

Following the completion of audited financial results for the Transition Period, the Compensation Committee certified the level achieved of the performance goals. The following table sets forth the results achieved against the performance goals and the amounts paid out to Mr. Nielsen and Mr. Estes under Part 1:

The payouts to Messrs. Nielsen and Estes under Part 1 of the annual incentive plan for the Transition Period were calculated without giving effect to the income tax benefit to the Company resulting from Tax Reform. The impact was primarily due to the re-measurement of the Company’s net deferred tax liabilities at a lower U.S. federal corporate income tax rate which resulted in an increase in the Company’s net income for the Transition Period without a corresponding increase in cash flow. This increase in net income due to Tax Reform was not contemplated at the time that the Compensation Committee established performance goals for the Transition Period. Because, as described above, the actual amount awarded to Messrs. Nielsen and Estes under Part 1 of the annual incentive plan is determined in part upon operating cash flow ratio, the exclusion of the above-referenced income tax benefit from the calculation was appropriate in order to achieve the performance criteria which the Compensation Committee had initially established for Messrs. Nielsen and Estes for the Transition Period under Part 1 of the annual incentive plan.

Part 2 of Annual Incentive Plan

The Compensation Committee initially considers the payout level under Part 1 of the plan when determining whether Mr. Nielsen and Mr. Estes should be awarded the maximum payout or a lesser amount under Part 2 of the plan. The Compensation Committee then considers other financial and non-financial performance factors to determine whether the payout level under Part 2 should deviate from the payout level under Part 1 of the plan.

For the Transition Period, the performance goals under Part 2 were as follows and were unchanged from the 2017 fiscal year:

Following the completion of audited financial results for the Transition Period, the Compensation Committee certified that operating earnings (before asset impairments, annual incentive plan compensation, amounts associated with the extinguishment of debt or termination of debt agreements and amounts for amortization of debt discount) exceeded the threshold of 1% of contract revenues, which meant that Mr. Nielsen and Mr. Estes were eligible for the maximum payout under Part 2. In determining the amount to be paid to Mr. Nielsen and Mr. Estes under Part 2 for the Transition Period, the Compensation Committee considered the payout level under Part 1 of the plan and determined that no other financial or non-financial performance factors were sufficiently significant to warrant a deviation from the payout level determined by Part 1 of the plan.

The following table sets forth the amounts paid out to Mr. Nielsen and Mr. Estes under Part 2:

Annual Cash Incentive Awards—Named Executive Officers other than ChiefExecutive Officer and Chief Operating Officer.Each fiscal year, the Chief Executive Officer prepares a recommendation to the Compensation

contributions to Company performance. Using these factors, the Compensation Committee sets meaningful objectives for the Company’s performance, including the annual performance goals, and for other relevant purposes.goals. In addition, the Compensation Committee considers the long-term incentive value of the equity-based awards to the Named Executive Officers as balanced against the corresponding compensation expense to the Company. As a result, this allocation of equity-based instruments may vary year-over-yearfrom year to year because of changes to one or more of the foregoing factors.

Performance vesting restricted stock units focus on long-term operational performance, which creates shareholder value, while stock options and time vesting restricted stock units emphasize the Company’s commitment to shareholder return. Furthermore, these long-term equity awards contain vesting provisions that are important to the retention of key employees. Except with respect to certain terminations following a change of control of the Company, continued employment at the time of vesting generally is required with respect to unvested long-term equity awards. Thus, theThe value of issued but unvested long-term equity awards meaningfully encourages key employees to remain with the Company, as terminating employment results in the forfeiture of any unvested value of previously accumulated long-term equity awards.awards previously accumulated. See “Potential Payments Upon Termination of Employment or Change of Control” beginning on page 4647 of this Proxy Statement.

was consistent with the allocation of equity awards granted to Mr. DeFerrari, Mr. Vilsoet and Ms. Dickens for fiscal 2016.2017. The Compensation Committee determined this allocation was best for retaining these executive officers and rewarding their contributions to Company performanceperformance.

In determining the number of time vesting restricted stock units, performance vesting restricted stock units and stock options to be awarded to the Named Executive Officers, the Compensation Committee uses the average closing price of the Company’s common stock on the New York Stock Exchange for the 45-day trading period ending on the second trading day prior to the applicable date of grant; provided that the 45-day average may not be more than 5% above or below the actual stock price at the end of such 45-day period. This methodology reduces the risk that short-term movements in the Company’s stock price could positively or negatively impact the determination of the number of units or options to be awarded. Due to the application of this methodology, the amounts appearing in the Summary Compensation Table and the Grant of Plan-Based Awards Table included in this Proxy Statement, which are based, in part, on the grant date fair value of the Company’s stock, may, from time to time, fail to reflect the market positioning which was intended.

See “Performance Vesting Restricted Stock Units—Other Named Executive Officers” on page 3436 of this Proxy Statement for a more detailed discussion of the performance vesting restricted stock units awarded to Mr. DeFerrari, Mr. Vilsoet and Ms. Dickens for fiscal 2017.the Transition Period.

Performance Vesting Restricted Stock Units—Chief Executive Officer and Chief Operating Officer

In October 2016, awards ofSeptember 2017, the Compensation Committee granted performance vesting restricted stock units were made to the Chief Executive Officer and the Chief Operating Officer. PerformanceThese performance vesting restricted stock units vest in three annual installments beginning on the anniversary of the date of grant subject to the Company achieving annual pre-tax income and operating cash flow goals (the “Annual Goals”) pre-established by the Compensation Committee for eachthe applicable four-quarter period (a “Performance Year”) ending on the last day of the second quarter of fiscal 2017, 20182019, 2020 and 2019.2021, respectively, consistent with the performance measurement period for outstanding performance vesting restricted stock units granted previously. As discussed below, in addition to the performance units earned when Annual Goals are met, each year the Chief Executive Officer and the Chief Operating Officer have the opportunity to earn supplemental restricted stock units if the Company achieves cumulative qualifying earnings and operating cash flow ratio goals based on the previous three fiscal yearsfour-quarter periods (the “Three-Year Goals”). Upon the satisfaction of the relevant vesting requirements discussed below, each performance vesting restricted stock unit is settled for one share of Company common stock.

Due to the vesting requirements and the general uncertainty regarding the economy, including the industry in which the Company operates, the likelihood that the pre-established targets described above will be achieved may vary greatly from year to year. The use of a threshold amount ensures that performance exceeded a pre-established base level before any award is earned. The reliance on earnings and cash flow measures in determining the level of vesting reflects the importance to the Company of both operating margins and cash flows. Similar to the annual incentive plan, no award is earned absent acceptable margins and the level of award is reduced if the pre-established cash flow ratio is not met. The use of both operating earnings and cash flow as performance measures ensures that both income statement and balance sheet performance are required to earn the maximum award. The Compensation Committee believes that performance targets are set at a level consistent with superior business performance.

If the Three-Year Goals are achieved, the Chief Executive Officer and the Chief Operating Officer will each vest in additional restricted stock units of up to 100% of the number of performance units vesting in that fiscal year upon the satisfaction of the relevant Annual Goals. Vesting of these supplemental units occurs only if cumulative operating earnings for the three-year period (before asset impairments, performance unit compensation and amounts associated with the extinguishment of debt or termination of debt agreements, and with respect to fiscal 2017 and 2016 only, amounts for amortization of debt discount) exceed certain pre-established targets, which are set forth as a percentage of contract revenue for the three-year period. No supplemental units will vest if the cash flow ratio does not equal or exceed 0.50 in each case as measured over the same cumulative three-year period.

for the fiscal 2016 and 2017 performance vesting restricted stock units were not completed as of the date of this Proxy Statement. As a result, the extent to which prior awards will vest based on such yet-to-be completed relevant four-quarter performance periods is not yet known. The annual goalsAnnual Goals and the three-yearThree-Year goals described above with respect to the fiscal 2017Transition Period awards also apply to the fiscal 2016 and 2015 award, except2017 awards.

The Compensation Committee will determine the amount (if any) of the performance vesting restricted stock units for the Transition Period and for fiscal 2017 and 2016 that will vest following the completion of the second quarter of fiscal 2019, and the Company will disclose such amounts in the Compensation Discussion and Analysis to be included in its Proxy Statement for fiscal 2019.

In March 2018, the Compensation Committee approved modifications to financial performance measures used in the Company’s annual and three-year goals applicable to performance vesting restricted stock units granted in fiscal 2016 to the extent that (1)Named Executive Officers. These modifications exclude the three-year measurement period is determined byimpact of certain specified items, including: changes to the fiscal yearCompany’s capital structure (debt or equity); amounts included in the provision for income taxes due to the application of FASB Accounting Standards Update No. 2016-09; the income tax benefit to the Company of the grant, (2) operating earnings are not adjusted for amounts forre-measurement of the amortization of debt discountCompany’s net deferred tax liabilities at a lower U.S. federal corporate income tax rate resulting from Tax Reform (solely with respect to the fiscal 2015 award, (3) the amortization of intangible assets as it related to significant acquisitions made in fiscal 2013, which had previously been excluded for the 2015four quarter performance period composed of the Transition Period and the first two quarters of fiscal 2015 award, is not excluded with respect to the fiscal 20162019); and 2017 awards, and (4) the cumulative ratioamounts resulting from a re-measurement of operating cash flow to qualifying net income for the fiscal 2017 award is adjusted as described above.

on the date of grant. The grant date values of the individual stock option grants were 50% of the grant date values that otherwise would have been expected to apply for a 12-month fiscal year. The value of the individual stock option grants received by Mr. Nielsen and Mr. Estes was approximately 96%101% and 86% of their base salaries for the Transition Period, respectively. No stock options were granted to Mr. DeFerrari, Mr. Vilsoet or Ms. Dickens in fiscal 2017.for the Transition Period.

Information regarding stock options awarded during fiscal 2017the Transition Period is shown in the Grant of Plan-Based Awards Table on page 4142 of this Proxy Statement.

Named Executive Officers participate in the medical, dental and vision plans on terms identical with those afforded all other employees. In addition, the Company provides certain key employees, including the Named Executive Officers, with additional life insurance and disability coverage at no cost to the individual. The amount paid on behalf of the Named Executive Officers is set forth in the “All Other Compensation” column of the Summary Compensation Table on page 4041 of this Proxy Statement.

Perquisites and Executive Benefits. The Company provides executive officers, including the Named Executive Officers, with limited perquisites and executive benefits, namely, premiums paid by the Company for group term life insurance and long-term disability insurance. As described above, the Company also provides

the plan administrator of the Company’s applicable non-employee directors mustequity plan. With respect to the Chief Executive Officer, he or she is required to retain all shares received in lieu50% of cash fees)the net after-tax time vesting restricted stock or time vesting restricted stock units he or she acquires under the Company’s equity plans until the thresholds areapplicable threshold is achieved. No salesOnce achieved, ownership of existing shareholdings are permitted until the required thresholds are attained, but once attained,guideline amounts must be maintained for as long as the individual may sell any shares that exceed the applicable threshold.is subject to these guidelines.

The Board of Directors periodically reviews the stock ownership guidelines and may make adjustments. The guidelines are expected to be met within five years of the date they were established or, if later, from the date that the individual initially joins the Board of Directors or is appointed to the position of Chief Executive Officer.updates them as required. As of July 29, 2017,January 27, 2018, Mr. Nielsen held a total of approximately 657,199682,647 shares of the Company’s common stock under the guidelines and exceeded the stock ownership threshold.threshold requirement of 101,812 shares. In addition, each non-employee director has either exceeded the stock ownership threshold or is making satisfactory progress toward achieving the threshold.

Shareholding Requirements

Named Executive Officers (other than the Chief Executive Officer) and other key employees who receive awards of time vesting restricted stock and time vesting restricted stock units are generally subject to shareholding requirements. As each grant vests, the recipient is required to retain on account with the Company’s stock transfer agent one-half (50%) of the shares that have vested, net of shares withheld to pay taxes. The shareholding requirement continues until the shares on account are equal in value to the recipient’s base salary then in effect. From that point forward, the recipient is free to sell shares that vest subsequently, but must continue to hold on account those shares required to satisfy the applicable threshold until termination of employment with the Company. All restrictions on those shares held by the transfer agent lapse 90 days after the recipient is no longer employed by the Company. As of July 29, 2017, all of the Named Executive Officers have either exceeded their respective goals or are making satisfactory progress towards achieving their goals.

Reflecting these requirements, as of July 29, 2017,January 27, 2018, Company employees (other than the Chief Executive Officer) collectively held, on account with the Company’s stock transfer agent, a total of approximately 121,781124,954 shares. As of January 27, 2018, all of the Named Executive Officers had either exceeded their respective goals or are making satisfactory progress towards achieving their goals. The table below presents the number of shares held individually by the Named Executive Officers (other than the Chief Executive Officer) individually held the following number of shares pursuant to this shareholding requirement:requirement, as well as the total number of shares held individually by the Named Executive Officers (other than the Chief Executive Officer), in each case, as of January 27, 2018:

As of July 29, 2017, including the shares in the table above, Messrs. Estes, DeFerrari and Vilsoet, and Ms. Dickens, held a total of approximately 220,829 shares, 106,153 shares, 53,741 shares and 3,708 shares, respectively, of the Company’s common stock.

Tax Deductibility of Compensation

Section 162(m) of the Internal Revenue Code (and the regulations promulgated thereunder) precludes a public corporation from taking an income tax deduction in any one year for compensation in excess of $1 million for its named executive officers (excluding the Chief Financial Officer) employed on the last day of the fiscal year, unless certain specific performance goals are satisfied. In previous fiscal years, there was an exception to the $1 million limitation for performance-based compensation meeting certain requirements. This exception was repealed, effective January 28, 2018 for the Company, and the limitation on deductibility generally was expanded to include the Chief Financial Officer and all persons who are named executive officers for any fiscal year beginning on or after December 31, 2016. As a result, compensation paid to the Named Executive Officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

While the executive compensation program seeks to maximize the tax deductibility of compensation payable to the Named Executive Officers by having such compensation qualify as qualified performance-based compensation, the Compensation Committee retains the flexibility and discretion to compensate Named Executive Officers in a manner intended to promote varying corporate goals, even if certain amounts that may be payable in excess of $1 million may not be deductible under Section 162(m). For fiscal 2017,the Transition Period, the Company estimates that approximately $1.3 million$969,305 of executive compensation expenses will not be deductible under Section 162(m).

Internal Revenue Code Section 409A

Internal Revenue Code Section 409A regulates the tax treatment of most forms of nonqualified deferred compensation. The Company believes it is in compliance with Code Section 409A and the regulations promulgated thereunder.