UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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.
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Name |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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Robert M Averick |
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8,087,107 |
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488,679 |
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11,878 |
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2,218,293 |
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Richard W. Heo |
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8,474,755 |
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100,671 |
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12,238 |
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2,218,293 |
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Michael J. Keeffe |
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8,453,709 |
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121,717 |
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12,238 |
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2,218,293 |
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Cheryl D. Richard |
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8,392,129 |
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183,297 |
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12,238 |
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2,218,293 |
Proposal No. 2: Approval, on an advisory basis, of the compensation of the Company’s named executive officers.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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7,554,348 |
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1,016,397 |
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16,919 |
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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.
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For |
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Against |
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Abstain |
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10,722,103 |
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81,295 |
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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.
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GULF ISLAND FABRICATION, INC. |
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By: |
/s/ Westley S. Stockton |
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Westley S. Stockton |
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Executive Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer) |
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Dated: |
May 21, 2021 |
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