Gulf Island Fabrication, Inc. (GIFI) Earnings Call Transcript & Summary

Good morning, and welcome to the virtual webcast of the 2021 Annual Meeting of Shareholders of Gulf Island Fabrication, Inc. At this time, I'd like to turn today's meeting over to Michael Flick, Chairman of the Board of Gulf Island. Mr. Flick, the floor is yours.

Thank you, and good morning. I am presiding over this year's virtual annual meeting, and I would like to welcome everyone to today's meeting. Although we do not expect technical difficulties today, in the event we lose audio or webcast connection, and we are unable to provide any updates, please wait 10 minutes for resolution. If not resolved, check our website under Investors for updates. Thank you to everyone who has joined our webcast today. I'm happy to be here with you this morning, and I hope that each of you and your families are continuing to stay safe and healthy. I'll now comment on agenda and rules and procedures. The agenda for the meeting and rules and procedures for conduct of the meeting are on the right side of the webcast screen. In addition, both the agenda and the rules and procedures have also been made available on the company's website. By following the agenda and these rules and procedures, everyone will have an opportunity to participate and we will be able to handle the business of the meeting efficiently and fairly. After the formal business of the meeting has concluded, a question-and-answer session will be read by Richard Heo, the company's Chief Executive Officer and a member of the Board. Shareholders were asked to submit questions prior to the meeting. In addition, shareholders may submit questions electronically during the meeting by clicking on the messaging icon at the top middle of the webcast screen, typing their questions in the chat box located at the bottom of the messaging screen and then clicking the Send button at any one time prior to the adjournment of the meeting. When submitting questions, we request shareholders identify themselves by including your name, the number of shares you hold and your contact information in the event follow-up is necessary after the meeting. Questions will not be visible to other meeting participants. Guests will not be allowed to vote or submit questions during the meeting. In accordance with the rules and procedures for conduct of meeting, the question-and-answer session will be limited to 30 minutes total. Up to 1 minute will be allocated to Mr. Heo and to read each question. We will answer as many questions as time allows. In order to give as many shareholders as possible the opportunity to ask questions, we ask that you please limit yourself to 1 question or topic. And if time permits, after all shareholders have been given an opportunity to ask a question, we will permit additional questions. If multiple questions are submitted on the same topic, we will summarize and respond collectively. Thank you in advance for your cooperation with the rules and procedures. In addition to Richard Heo and myself, all of our fellow directors, Robert Averick; Murray Burns, for your information, Murray is chair of our Gov Nom; Bill Chiles, who is Chair of our compensation; and Michael Keeffe, who is Chair of Audit and our Financial Expert; and Cheryl Richard, joining today's meeting through this webcast; also, Mr. Akin Omotosho of the accounting firm of Ernst & Young LLP, our independent registered public accountants, have joined today's meeting. Mr. Omotosho will be available to respond to appropriate questions during the question-and-answer session. Finally, the Board has appointed Jones Walker as the inspector of election. The oath of office of the inspector of election will be filed with the minutes of the meeting. In addition, Jones Walker will record the minutes of the meeting. Ms. Alexandra Layfield of Jones Walker also joined today's meeting. I'll now address the review of the notice and proxy materials furnished to shareholders, presentation of list of shareholders, declaration of quorum. Notice of this meeting and an accompanying proxy statement and proxy card were mailed on or about April 15, 2021, to all shareholders of record as of the record date, which was March 31, 2021. Copies of the notice, proxy statement and proxy card are available on the company's website, and a complete list of the shareholders of record as of the record date is available for your inspection by clicking proxy materials on the left side of the webcast screen and following the instructions on the company's website where you will be redirected. These materials, along with the affidavit of mailing, will be filed with the minutes of this meeting. Quorum and [ calls ] are: The inspector of elections has advised me that we have a sufficient number of sharers logged into the website, or represented by proxy to constitute a quorum to conduct the business of the meeting. I, therefore, call this meeting to order. The polls are open. If you have not already voted your shares or wish to change your vote, click the Proxy Voting Site button on the left side of the webcast screen and follow the instructions provided on the next screen. Please have available your control number that appears on your proxy card. The polls will remain open until I declare them closed following the presentation of business at this meeting. [Voting]

It is now 9:07 a.m. Under the company's bylaws, the only matters including Director nominees properly before the meeting for consideration although set forth in the company's proxy statement. The shareholders are to vote on 3 matters of business, which are listed on the agenda available on the right side of the webcast screen and described in detail in the proxy statement. Description of voting procedures. As a reminder about voting procedures, if you have already submitted a proxy by mail or online, you do not need to vote again unless you wish to change your previously provided voting instructions. Again, if you have not voted or if you would like to change your previously provided voting instructions, you may vote by clicking on the Proxy Voting Site button at the left of the website screen and following the instructions provided on the next screen. Please have available your control number that appears on your proxy card. If you beneficially own shares in the name of their brokers or other nominees, you must have received a legal proxy and registered prior to the meeting in order to vote or otherwise participate in the meeting. We will now turn to matters to be voted on. The first item of business on the agenda is to vote on a proposal to elect each of the 4 Director nominees named in our proxy statement. The Board of Directors has nominated: Robert Averick; Richard Heo; Michael Keeffe; and Cheryl Richard for terms expiring at the next annual meeting in 2022 and until his or her successor is elected and qualified. We will dispense with formal motions regarding the nominees for election to the Board of Directors. The Board of Director nominees are duly nominated and presented. The company has not received notice of any other nominees. And as a result, no other persons have been properly nominated for election at this meeting. I hereby declare the nominations closed. The Board of Directors recommends you to vote for the election of each of the 4 Director nominees. The second item of business on the agenda is to vote on a proposal to approve, on an advisory basis, the compensation of the company's named executive officers. We will dispense with formal motions regarding this proposal, and this proposal was duly introduced and presented. The Board of Directors recommends that you vote for the approval of this proposal. The third item of business on the agenda is to vote on a proposal to ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the year ending December 31, 2021. We will dispense with formal motions regarding this proposal. And this proposal is duly introduced and presented. The Board of Directors recommends that you vote for the registration of this proposal. This concludes the presentation of the matters to be voted on. As a reminder, there will be a question-and-answer session after the formal business of the meeting has been completed. Shareholder voting. I now request that all shareholders who have not voted and wish to do so by clicking proxy voting site at the left of the webcast screen. I will now pause for a few moments to allow any final voting to take place. [Voting]

The time is now 9:11 a.m. local time. I declare the polls are now closed. You can no longer vote on any of the proposals. I will now present the preliminary voting results provided by the inspector of election. The 4 nominees for election to the Board of Directors: Robert Averick, Richard -- I'm sorry, Richard Heo; Michael Keeffe; and Cheryl Richard have been duly elected. The nonbinding proposal on the compensation of the company's named executive officers has been approved and the appointment of Ernst & Young as our independent Director for 2021 has been ratified. I'll now make a few closing remarks. This now concludes the formal business of our meeting. The Board of Directors reserves all rights with respect to the validity of the elections. And within 4 business days, the company will publicly file with the SEC a report on Form 8-K, reporting the results of today's meeting. Before moving to our questions-and-answer session, I would like to express my personal thanks and the thanks of the Board of Directors for your participation today as well as your support of the company. With that, I hereby declare the meeting adjourned, and I turn it over to Richard Heo, the company's Chief Executive Officer and member of the Board of Directors, to lead a question-and-answer session. Thank you.

Thank you, Mike, and good morning, everyone. We'll now address shareholder questions previously submitted via e-mail and during the webcast. I'll read each question submitted. As noted, if multiple questions were submitted on the same topic, I will summarize and respond collectively. We'll continue to observe the rules of procedure that were provided on the company's website and which are available through the virtual meeting platform. In accordance with the rules and procedures for conduct of meeting, this question-and-answer session will be limited 30 minutes. Please note that I'll answer as many questions as time allows. To take questions, I'm joined by Wes Stockton, our Chief Financial Officer. During this question-and-answer session, we may make forward-looking statements, and actual results may differ materially. We would like to refer everyone to the cautionary language and the risk factors described in our 2020 Form 10-K and subsequent SEC filings. With that, we'll now address each question received one at a time. I'll first read the question prior to responding to the question and then move on to the next question. I request that any shareholder who wishes to submit a question do so now by clicking on the messaging icon on the top middle of the webcast screen and typing their name and typing their questions in the box located in the bottom of the next screen. We received no questions -- no shareholder questions during the webcast and no shareholder submitted questions via e-mail prior to the meeting. Because no questions have been submitted. We'll now conclude the webcast. We believe it is important for our shareholders and interested parties to provide input on our business, our corporate governance and executive compensation practices or any other matter of shareholder interest. As indicated in our proxy statement, any shareholder may communicate with our Board or with any individual director by sending a letter by e-mail, addressed to the Chairman of the Board at our company headquarters or via e-mail to the address provided. This concludes the question-and-answer session. Any questions that could not be addressed due to this time constraint may be submitted via e-mail and will be addressed directly to the shareholders via e-mail. On behalf of your Board of Directors, I'd like to, again, thank you for your attendance and participation today as well as for your continued support of Gulf Island.

This concludes today's webcast. Thank you for your participation, and you may now disconnect.