-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CUaj9w8rBbklGk8g2DOlQHWQf14lhm14dnjEVM2xObbDUtkEiGoAjctpO9eFRD1Y l1M8pSQX0T2T8EnDs/Bd+g== 0001104659-09-052899.txt : 20090901 0001104659-09-052899.hdr.sgml : 20090901 20090901161348 ACCESSION NUMBER: 0001104659-09-052899 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090831 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20090901 DATE AS OF CHANGE: 20090901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Great Lakes Dredge & Dock CORP CENTRAL INDEX KEY: 0001372020 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 205336063 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33225 FILM NUMBER: 091048783 BUSINESS ADDRESS: STREET 1: 2122 YORK ROAD CITY: OAK BROOK STATE: IL ZIP: 60523 BUSINESS PHONE: 630-574-3000 MAIL ADDRESS: STREET 1: 2122 YORK ROAD CITY: OAK BROOK STATE: IL ZIP: 60523 FORMER COMPANY: FORMER CONFORMED NAME: Great Lakes Dredge & Dock Holdings Corp. DATE OF NAME CHANGE: 20060808 8-K 1 a09-24676_18k.htm 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):   August 31, 2009

 

Great Lakes Dredge & Dock Corporation

(Exact name of Registrant as specified in its charter)

 

Delaware

 

001-33225

 

20-5336063

(State or other jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer

Incorporation or Organization)

 

 

 

Identification No.)

 

 

2122 York Road

Oak Brook, Illinois 60523

(Address of Principal Executive Offices)

 

(630) 574-3000

(Registrant’s telephone number, including area code)

 

 

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:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Douglas C. Grissom resigned as a Director of Great Lakes Dredge & Dock Corporation (the “Company”) and as a member of the Compensation Committee and the Nominating & Corporate Governance Committee effective August 31, 2009.

 

Mr. Grissom resigned to pursue other opportunities in connection with his position with Madison Dearborn Partners, LLC (“MDP”).

 

Mr. Grissom was a director nominated by MDP in accordance with the terms of the Investor Rights Agreement (the “Investor Rights Agreement”), dated as of December 26, 2006, between the Company, Madison Dearborn Capital Partners IV, L.P., Aldabra Acquisition Corporation and certain other investors.  Under the terms of the Investor Rights Agreement, MDP had the right to designate the number of directors to the Company’s board that is proportionate to MDP’s voting power, as represented by the number of shares owned by MDP.  On August 19, 2009, MDP sold all of the shares it held in the Company.  As a result, MDP is no longer entitled to designate directors to the Company’s board.  Thomas S. Souleles, the other director designated by MDP under the Investor Rights Agreement, continues to serve as a director of the Company and as a member of the Compensation Committee and Nominating & Corporate Governance Committee.

 

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SIGNATURE

 

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.

 

 

 

GREAT LAKES DREDGE & DOCK CORPORATION

 

 

(registrant)

 

 

 

 

 

 

 

 

Date:

September 1, 2009

By:

/s/ Deborah A. Wensel

 

 

Name:

Deborah A. Wensel

 

 

Title:

Senior Vice President

 

 

 

and Chief Financial Officer

 

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