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

Good morning, and welcome to the virtual webcast of the 2025 Annual Meeting of Shareholders of Gulf Island Fabrication, Inc. At this time, I'd like to turn today's meeting over to Richard Heo, Chairman of the Board and Chief Executive Officer of Gulf Island. Mr. Heo, the floor is yours.

Thank you, and good morning. I'm presiding over this year's virtual annual meeting, and I'd like to welcome everyone. Although we do not expect technical difficulties today, in the event we lose audio, [ 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 of procedure have been made available to the company's website. By following the agenda and these rules of procedure, 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, we will ask to submit questions prior to the meeting. In addition, shareholders may submit questions electronically during the meeting by clicking on the messaging icon on the top left 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 time prior to the adjournment of the meeting. When submitting questions, we request shareholders identify themselves by including their name, the number of shares they hold and their 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 of procedure for conduct of meeting, the question-and-answer session will be limited to 30 minutes. Up to 1 minute will be allowed to -- will be allocated to read each question, and 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. And if the time permits, after all shareholders have given an opportunity to ask a question, we will permit additional questions. If multiple questions are submitted on the same topic, we'll summarize and respond collectively. Thank you in advance for your cooperation with the rules of the procedure. In addition to me, all of my fellow directors, Bill Chiles, Rob Averick, Mike Keeffe, Cheryl Richard and Jay Troger, joined today's meeting through this webcast. Also, Akin Omotosho of the accounting firm, Ernst & Young, our independent registered public accounting firm will also be on the call. 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 within the minutes of the meeting. Ms. Alex Layfield of Jones Walker also joined today's meeting and will record the meeting minutes. Notice of this meeting and an accompanying proxy statement and proxy card were mailed on or about April 10, 2025, to all shareholders of record at the close of business on March 27, 2025. 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 within the minutes of this meeting. The inspector of election has advised me that we have a sufficient number of shares represented at the meeting, either 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]

Under the company's bylaws, the only matters including election of director nominees properly before the meeting for consideration are those 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 proxy -- I'm sorry, 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 do so by clicking on the Proxy Voting Site button on the left of the webcast screen and following the instructions provided on the next screen. Please have available your control number and 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'll now turn to the matters to be voted on. The first item of business on the agenda is to vote on a proposal to elect each of the 5 director nominees named in the proxy statement. The Board of Directors has nominated Robert Averick, Richard Heo, Michael Keeffe, Cheryl Richard and Jay Troger to serve as directors for a term continuing until the 2026 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 noted or 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 that you vote for the election of each of the 5 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'll 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. The third item of business on the agenda is to vote on a proposal to ratify the appointment of Ernst & Young as the company's independent registered public accounting firm for the year ending December 31, 2025. We will dispense with formal motions regarding this proposal, and the proposal is duly introduced and presented. The Board of Directors recommends that you vote for the approval of this proposal. This concludes the presentation of the matters to be voted. As a reminder, there will be a question-and-answer session after the formal business of the meeting has concluded. I now request that all shareholders who have not voted and wish to do so by clicking Proxy Voting Site on the left side of the webcast screen. And I will pause for a few moments to allow any final voting to take place. [Voting]

The time is now 9:10 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. Each of the 5 nominees for election to the Board of Directors, Robert Averick, Richard Heo, Michael Keeffe, Cheryl Richard and Jay Troger have been duly elected. The nonbinding proposal on the compensation of the company's named executive officers have been approved, and the appointment of Ernst & Young as our independent registered public accounting firm for 2025 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 a report on Form 8-K reporting the results of today's meeting. Before moving to our questions-and-answer session, I'd like to express my personal thanks and the thanks to the Board of Directors for your participation today as well as your support of our company. I'd like -- also like to thank Bill Chiles, our former Board Chair, who is retiring after today's meeting, for his leadership and dedication to Gulf Island for over a decade. Bill's past experience as a CEO of a public company and current experience as the Managing Director -- managing partner of a private equity fund in the energy services and manufacturing space has provided the Board and me with an invaluable resource of knowledge. Bill, I wish you the very best in your endeavors. With that, I hereby declare the meeting adjourned. I request that any 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 question in the chat box located at the bottom of the messaging screen and then clicking the send button. When submitting questions, please remember to identify yourself by including your name, 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 shareholder 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 mail addressed to the Board of Directors or the name of the individual director or directors at our company headquarters or by e-mail to the e-mail address provided in our proxy statement. On behalf of the Board of Directors, I'd like to thank you again 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.