Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
•
an increase of the authorized shares under the Plan by 1,000,000 from 2,500,000 to 3,500,000; • an increase in the number of shares that may be granted under the Plan to a single individual, other than a non-employee director, from 250,000 to 300,000; • an increase of the number of shares that may be granted without compliance with minimum vesting requirement to 175,000, which is 5% of the total shares available under the Plan; and • extension of the term of the Plan fromMay 22, 2030 toMay 18, 2033 . The Plan is further described under the heading "Proposal 4: Approval of Second Amended and Restated 2015 Stock Incentive Plan" in the 2023 Proxy Statement filed with theSecurities and Exchange Commission onApril 14, 2023 , which description is hereby incorporated. The foregoing description of the Plan is qualified in its entirety by reference to a copy of the Plan filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held the 2023 annual meeting of shareholders virtually via a live
audio webcast. At the 2023 annual meeting, the Company's shareholders (1)
elected
Of the 16,054,695 shares of the Company's common stock outstanding as of the record date, 12,175,729 shares were represented in person, including being deemed present by means of remote communication, or by proxy at the 2023 annual meeting. The inspector of election reported the final vote of shareholders as follows:
Proposal No. 1: Election of each of the seven director nominees.
Name For Against Abstain Broker Non-Votes Robert M Averick 9,103,603 723,089 70,535 2,278,502 Murray W. Burns 9,376,399 450,293 70,535 2,278,502 William E. Chiles 9,517,189 309,503 70,535 2,278,502 Richard W. Heo 9,561,540 266,152 69,535 2,278,502 Michael J. Keeffe 9,375,779 451,913 69,535 2,278,502 Cheryl D. Richard 9,342,280 484,412 70,535 2,278,502 Jay R. Troger 9,433,861 156,203 307,163 2,278,502
Proposal No. 2: Approval, on an advisory basis, of the compensation of the Company's named executive officers.
For Against Abstain Broker Non-Votes 8,546,882 1,309,184 24,161 2,295,502
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Proposal No. 3: Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company's named executive officers.
Every 1 Year Every 2 Years Every 3 Years Abstain Broker Non-Votes 9,107,852 88,286 666,106 34,983 2,278,502 Proposal No. 4: Approval of the Company's second amended and restated 2015 stock incentive plan. For Against Abstain Broker Non-Votes 7,670,468 2,178,448 48,311 2,278,502
Proposal No. 5: Ratification of the appointment of
For Against Abstain 12,106,779 22,504 46,446
Consistent with its voting recommendation and the results of the shareholder vote on Proposal No. 3, the Board of Directors of the Company has determined that say-on-pay votes will continue to be held every 1 year until the next say-on-frequency vote, which the Company expects to hold no later than its 2029 annual meeting of shareholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description 10.1Second Amended and Restated Gulf Island Fabrication, Inc. 2015 Stock Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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