Gulf Island Fabrication (NasdaqGS:GIFI) 2026 Extraordinary General Meeting Transcript

Gulf Island Fabrication (NasdaqGS:GIFI) Special Meeting Summary Company Overview - Company: Gulf Island Fabrication, Inc. - Date of Meeting: January 13, 2026 - Time: 9:00 A.M. Central Time Key Points Meeting Structure and Attendance - The meeting was presided over by Richard Heo, President, CEO, and Chairman of the Board [2] - A quorum was confirmed with 13,112,801 shares represented, approximately 82% of the total outstanding shares of 15,998,611 [5] - The meeting followed a structured agenda, with rules of procedure provided to shareholders [2][4] Proposals Voted On 1. Merger Proposal: Approval of the agreement and plan of merger dated November 7, 2025, involving IES Holdings, Inc., IES Merger Sub, LLC, and Gulf Island Fabrication [9] - The board recommended a vote in favor of this proposal [9] 2. Executive Compensation Proposal: Approval on a non-binding advisory basis of certain compensation for named executive officers in connection with the merger [10] - The board also recommended a vote in favor of this proposal [10] 3. Adjournment Proposal: Approval of one or more adjournments of the special meeting if necessary to solicit additional proxies [10] - The board recommended a vote in favor of this proposal [10] Voting Results - More than 80% of the outstanding shares voted in favor of the merger proposal, leading to its approval [12] - More than 98% of votes cast supported the merger compensation proposal, which was also approved on a non-binding advisory basis [12] - No need for adjournment as both key proposals were approved [12] Final Remarks - Preliminary voting results were reported, with final results to be filed in a Form 8-K with the SEC within four business days [13] - The meeting was officially adjourned at 9:10 A.M. Central Time [13] Additional Notes - The meeting included a report from the Inspector of Election confirming the quorum and the voting process [4][5] - Shareholders were allowed to submit questions electronically, but no questions were received during the meeting [8]