8-K

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 20, 2021

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.)

16225 Park Ten Place, Suite 300

Houston, Texas 77084

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

Gulf Island Fabrication, Inc. (the “Company”) held its 2021 virtual annual meeting of shareholders on May 20, 2021. At the annual meeting, the Company’s shareholders (1) elected Robert M. Averick, Richard W. Heo, Michael J. Keeffe and Cheryl D. Richard to serve as directors of the Company for terms expiring at the next annual meeting of shareholders in 2022 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 2021 fiscal year.

Of the 15,516,969 shares of the Company’s common stock outstanding as of the record date, 10,805,957 shares were represented in person, including being deemed present by means of remote communication (i.e., virtually), or by proxy at the annual meeting. The inspector of election reported the final vote of shareholders as follows:

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

Name	For	Against	Abstain	Broker Non-Votes
Robert M Averick	8,087,107	488,679	11,878	2,218,293
Richard W. Heo	8,474,755	100,671	12,238	2,218,293
Michael J. Keeffe	8,453,709	121,717	12,238	2,218,293
Cheryl D. Richard	8,392,129	183,297	12,238	2,218,293

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

For	Against	Abstain	Broker Non-Votes
7,554,348	1,016,397	16,919	2,218,293

Proposal No. 3:  Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2021.

For	Against	Abstain
10,722,103	81,295	2,559

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, Secretary and Treasurer (Principal Financial Officer)
Dated:	May 21, 2021

XML

Document and Entity Information	May 20, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 20, 2021
Entity Registrant Name	Gulf Island Fabrication, Inc.
Entity Central Index Key	0001031623
Entity Emerging Growth Company	false
Entity File Number	001-34279
Entity Incorporation, State or Country Code	LA
Entity Tax Identification Number	72-1147390
Entity Address, Address Line One	16225 Park Ten Place
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77084
City Area Code	713
Local Phone Number	714-6100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value per share
Trading Symbol	GIFI
Security Exchange Name	NASDAQ