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    Gulf Island Fabrication Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/16/24 4:10:41 PM ET
    $GIFI
    Metal Fabrications
    Industrials
    Get the next $GIFI alert in real time by email
    8-K
    false000103162300010316232024-05-162024-05-16

    UNITED STATES

    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 (Date of Earliest Event Reported): May 16, 2024

    Gulf Island Fabrication, Inc.

    (Exact name of registrant as specified in its charter)

     

    Louisiana

    001-34279

    72-1147390

    (State or other jurisdiction

    of incorporation)

    (Commission

    File Number)

    (IRS Employer

    Identification No.)

     

    2170 Buckthorne Place, Suite 420

    The Woodlands, Texas 77380

    (Address of principal executive offices) (Zip Code)

    (713) 714-6100

    (Registrant's telephone number, including area code)

    Not applicable

    (Former name or former address, if changed since last report)

    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-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

    Trading Symbol(s)

    Name of each exchange on which registered

    Common Stock, no par value per share

    GIFI

    NASDAQ

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     


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

    Gulf Island Fabrication, Inc. (the “Company”) held its 2024 annual meeting of shareholders on May 16, 2024, virtually via a live audio webcast. At the 2024 annual meeting, the Company’s shareholders (1) elected Robert M. Averick, William E. Chiles, Richard W. Heo, Michael J. Keeffe, Cheryl D. Richard and Jay R. Troger to serve as directors of the Company for terms expiring at the next annual meeting of shareholders in 2025 and until his or her successor is duly elected and qualified; (2) approved, on an advisory basis, the compensation of the Company’s named executive officers; and (3) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year.

    Of the 16,197,031 shares of the Company’s common stock outstanding as of the record date, 13,277,198 shares were represented in person, including being deemed present by means of remote communication, or by proxy at the 2024 annual meeting. The inspector of election reported the final vote of shareholders as follows:

     

    Proposal No. 1: Election of each of the six director nominees.

     Name

    For

     

    Against

     

    Abstain

     

    Broker Non-Votes

    Robert M Averick

     

    10,574,695

     

    233,859

     

    94,145

     

    2,374,499

    William E. Chiles

     

    10,745,506

     

    87,753

     

    69,440

     

    2,374,499

    Richard W. Heo

     

    10,741,269

     

    86,253

     

    75,177

     

    2,374,499

    Michael J. Keeffe

     

    10,745,119

     

    88,753

     

    68,827

     

    2,374,499

    Cheryl D. Richard

    10,676,417

     

    156,842

     

    69,440

     

    2,374,499

    Jay R. Troger

     

    10,646,032

     

    187,840

     

    68,827

     

    2,374,499

     

    Proposal No. 2: Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

    For

     

    Against

     

    Abstain

     

    Broker Non-Votes

    10,682,566

     

    199,999

     

    20,134

     

    2,374,499

    Proposal No. 3: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024.

    For

     

    Against

     

    Abstain

    13,221,548

     

    49,437

     

    6,213

     

    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 hereunto duly authorized.

     

     

    GULF ISLAND FABRICATION, INC.

     

     

    By:

    /s/ Westley S. Stockton

     

    Westley S. Stockton

     

    Executive Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)

    Dated:

    May 16, 2024

     

     


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