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 25, 2013


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

Louisiana

001-34279

72-1147390

(State of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

567 Thompson Road, Houma, Louisiana

 

70363

(Address of principal executive offices)

(Zip Code)


(985) 872-2100
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)


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.

The Company held its 2013 annual meeting of shareholders (the Annual Meeting) on April 25, 2013 in Houma, Louisiana. At the Annual Meeting, the Company’s shareholders (i) elected each of the two persons listed below to serve as a Class I director for a term expiring in 2016, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers and (iii) ratified the appointment of the Company’s independent registered public accounting firm for the 2013 fiscal year.

Of the 14,456,522 shares of the Company’s common stock outstanding as of the record date, 13,486,085 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 two Class I directors.

  Name   Votes For   Votes Withheld Broker

Non-Votes

Michael A. Flick 11,144,387 1,517,885 823,813
Ken C. Tamblyn 11,142,568 1,519,704 823,813

Proposal 2:

Approval, on an advisory basis, of the compensation of the Company’s named

executive officers.

Votes For  

Votes
Against

  Abstentions  

Broker
Non-Votes

12,431,993 148,014 82,265 823,813

Proposal 3:

Ratification of the appointment of Ernst & Young LLP as the Company’s

independent registered public accounting firm.

  Votes For  

Votes
Against

  Abstentions
13,426,050 54,763 5,272



SIGNATURES

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/ Kirk J. Meche

Kirk J. Meche

President and Chief Executive Officer

 
 

Dated:

April 29, 2013