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

Good morning, and welcome to the virtual webcast of the 2023 Annual Meeting of Shareholders of Gulf Island Fabrication, Inc. At this time, I'd like to turn today's meeting over to Bill Chiles, Chairman of the Board of Gulf Island. Mr. Chiles, 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 did 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. The agenda for the meeting is on the right side of the webcast screen. The rules and procedures for conduct of meeting are in the documents tab on the left side of the webcast screen. In addition, both the agenda and the rules and procedures also have been made available on the company's website. By following the agenda in 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 led 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 left of the webcast screen, typing their question in the chat box located at the bottom of the messaging screen and then clicking the send button at any time prior to the adjournment of the meeting. When submitting questions, we request shareholder identity -- 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 questions-and-answer session will be limited to 30 minutes total. Up to 1 minute will be allocated for Mr. Heo 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 one question or topic. 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 me and Richard Heo, all of our fellow directors: Robert Averick, Murray Burns, Michael Keeffe, Cheryl Richard, and one additional director nominee, Jay Troger, joined today's meeting through this webcast. Also, Mr. Akin Omotosho of the accounting firm of Ernst & Young LLP, our independent registered public accounting firm 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 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 the meeting today. Notice of this meeting and an accompanying proxy statement and proxy card were mailed on or about April 14, 2023, to all shareholders of record at the close of business on March 20, 2023. Copies of the notice, proxy statement and proxy card are available on the company's website in 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. The Inspector of Election will -- has advised me that we have sufficient number of shares represented at the meeting, either logged into the webcast 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 following 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 close following the presentation of business at this meeting. Under the company's bylaws, the only matters, including director nominees properly before the meeting for consideration or those set forth in the company's proxy statement. The shareholders are to vote on 5 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. 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 side of the webcast 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 your 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 the matters -- we will now turn to the matters to be voted on. The first item of business on the agenda is to vote on proposed to elect each of the 7 director nominees named in our proxy statement. The Board of Directors has nominated: Robert Averick, Murray Burns, William Chiles, Richard Heo, Michael Keeffe, Cheryl Richard and Jay Troger to serve as directors for a term continuing until the 2024 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified. We will dispense with formal motions regarding the nominees for election to the Board of Directors. The Board of Directors 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 your vote for the election of each of the 7 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 is duly introduced and presented. Board of Directors recommends that you vote for the approval of this proposal. Third item of business on the agenda is to vote on the proposed -- proposal to approve on an advisory basis, the frequency of future advisory votes on the compensation of the company's named executive officers. 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 every 1 year for this proposal. The fourth item of business on the agenda is to vote on a proposal to approve the company's second amended and restated 2015 stock incentive plan. 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 approval of this proposal. Fifth 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, 2023. 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 ratification 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 is concluded. 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 9:10 local time -- 9:10 a.m. local time, and I declare that 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. Seven nominees for election to the Board of Directors: Robert Averick, Murray Burns, William Chiles, Richard Heo, Michael Keeffe, Cheryl Richard and Jay Troger have been duly elected. The non-binding proposal on the compensation of the company's named executive officers has been approved. The nonbinding proposal on every 1 year for the frequency of future advisory votes on the compensation of the company's named executive officers has been approved. The second amended and restated 2015 stock incentive plan has been approved and the appointment of Ernst & Young as our independent registered public accounting firm for 2023 has been ratified. 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 report on Form 8-K reporting the results of today's meeting and the frequency of future say-on-pay votes. Before moving to our questions-and-answer session, I would like to express my personal thanks and thanks to the Board of Directors for your participation today as well as your support of our company. With that, I hereby declare the meeting adjourned, and I'll turn it over to Richard Heo, the company's Chief Executive Officer and a member of the Board of Directors to lead a question-and-answer session. Richard?

Thank you, Bill. I request that every shareholder who wishes to submit a question do so now by clicking on the messaging icon at the top left of the webcast screen, typing their questions in that chat box located in the bottom of the messaging screen and then clicking the send button. When submitting questions, please remember to identify yourself by including your name and the number of shares held. Additionally, please provide your contact information in the event that follow-up is necessary after the meeting. We received no shareholder questions during the webcast, and no shareholders submitted questions via e-mail prior to the meeting. 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 by e-mail to the address provided. On behalf of your Board of Directors, I'd like to 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.