a6707248.htm
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):  April 28, 2011

Gulf Island Fabrication, Inc.
(Exact name of registrant as specified in its charter)

Louisiana
(State or other jurisdiction of incorporation)
001-34279
(Commission File Number)
72-1147390
(IRS Employer Identification No.)

567 Thompson Road
Houma, Louisiana
(Address of principal executive offices)
 
70363
(Zip Code)


(985) 872-2100
(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 obligations 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))
 
 
 

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

Gulf Island Fabrication, Inc. (the Company) held its 2011 annual meeting of stockholders (the Annual Meeting) on April 28, 2011 in Houma, Louisiana. At the Annual Meeting, the Company’s stockholders (i) elected each of the three persons listed below to serve as a Class II director for a term expiring in 2014, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, (iii) approved, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers, (iv) ratified the appointment of the Company’s independent registered public accounting firm for the 2011 fiscal year, and (v) approved the Company’s 2011 Stock Incentive Plan.

Of the 14,346,941 shares of the Company’s common stock outstanding as of the record date, 13,515,553 shares were represented at the Annual Meeting.  The Company’s independent inspector of elections reported the vote of stockholders as follows:

Proposal 1: Election of three Class II directors.
 
Name
 
Votes For
   
Votes
Withheld
 
             
Gregory J. Cotter
    12,282,493       402,588  
Christopher M. Harding
    12,341,224       343,857  
John P. (Jack) Laborde
    10,735,153       1,949,928  
 
Proposal 2: Approve, on an advisory basis, the compensation of the Company’s named executive officers.
 
Votes For
   
Votes
Against
   
Abstentions
   
Broker
Non-Votes
 
                     
  11,871,803       153,675       659,601       830,474  
 
Proposal 3: Approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers.
 
   
Votes For
   
Votes
Against
   
Abstentions
   
Broker
Non-Votes
 
                         
                         
1 Year
    7,863,572       --       673,917       830,473  
2 Years
    60,780       --       --       --  
3 Years
     4,086,811       --       --       --  
 
In accordance with the results of this vote, the Board of Directors determined to implement an annual advisory vote on the compensation of named executive officers until the next required vote on the frequency of shareholder votes on the compensation of executives. The Company is required to hold votes on frequency every six years.
 
Proposal 4: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm.
 
Votes For
   
Votes Against
   
Abstentions
   
Broker Non-Votes
 
                     
  13,341,962       171,514       2,077       --  
 
Proposal 5: Approve the Company’s 2011 Stock Incentive Plan.
 
Votes For
   
Votes
Against
   
Abstentions
   
Broker
Non-Votes
 
                     
  11,666,722       392,087       626,271       830,473  
 
 
 

 
 
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.


 
GULF ISLAND FABRICATION, INC.
     
     
 
By:
/s/ Robin A. Seibert 
   
Robin A. Seibert
Vice President – Finance,
   
Chief Financial Officer
and Treasurer

Dated:  May 4, 2011