On May 22, 2020, Gulf Island Fabrication, Inc. (the “Company”) held its 2020 annual meeting of shareholders (the “2020 annual meeting”). At the 2020 annual meeting, the results of which are set forth in Item 5.07 below, the Company’s shareholders approved an amendment to the Company’s amended and restated articles of incorporation (the “articles of incorporation”) to declassify the Company’s board of directors (the “Board”), as further described in Proposal 2 in, and Annex A to, the Company’s 2020 proxy statement, as filed with the Securities and Exchange Commission on April 7, 2020 (the “2020 Proxy Statement”).
The amendment to the articles of incorporation to declassify the Board impacts the rights of the holders of the Company’s shares of common stock. The articles of incorporation previously provided that the Board was divided into three classes, each of which serves for staggered three-year terms. In connection with the approval of the amendment to the articles of incorporation to declassify the Board, beginning with the Company’s 2022 annual meeting of shareholders, the Board will be completely declassified and all directors will be elected on an annual basis to serve one-year terms expiring at the next annual meeting. In addition, if there is a vacancy on the Board because the number of directors is increased or otherwise at or following the 2020 annual meeting, any director elected or appointed to fill such vacancy will hold office for a term expiring at the next annual meeting. In all cases, each director will hold office until his or her successor is elected and qualified, or until his or her earlier resignation or removal.