Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 18, 2023, Gulf Island Fabrication, Inc. (the "Company") held its 2023 annual meeting of shareholders (the "2023 annual meeting"). At the 2023 annual meeting, the results of which are set forth in Item 5.07 below, the Company's shareholders approved the second amended and restated 2015 stock incentive plan (the "Plan"). The compensation committee of the Board will generally administer the Plan and has the authority to grant awards under the Plan, including setting the terms of the awards. Awards under the Plan may be granted in any one or a combination of the following forms: qualified and nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights and other stock-based awards. The terms of the Plan are generally consistent with the amended and restated 2015 stock incentive plan, but include the following material revisions:

•


an increase of the authorized shares under the Plan by 1,000,000 from 2,500,000
to 3,500,000;
•
an increase in the number of shares that may be granted under the Plan to a
single individual, other than a non-employee director, from 250,000 to 300,000;
•
an increase of the number of shares that may be granted without compliance with
minimum vesting requirement to 175,000, which is 5% of the total shares
available under the Plan; and
•
extension of the term of the Plan from May 22, 2030 to May 18, 2033.
The Plan is further described under the heading "Proposal 4: Approval of Second
Amended and Restated 2015 Stock Incentive Plan" in the   2023 Proxy Statement
filed with the Securities and Exchange Commission on April 14, 2023, which
description is hereby incorporated. The foregoing description of the Plan is
qualified in its entirety by reference to a copy of the Plan filed as Exhibit
10.1 to this Current Report on Form 8-K, which is incorporated by reference
herein.

Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held the 2023 annual meeting of shareholders virtually via a live audio webcast. At the 2023 annual meeting, the Company's shareholders (1) elected Robert M. Averick, Murray W. Burns, William E. Chiles, Richard W. Heo, Michael J. Keeffe, Cheryl D. Richard and Jay R. Troger to serve as directors of the Company for terms expiring at the next annual meeting of shareholders in 2024 and until his or her successor is duly elected and qualified; (2) approved, on an advisory basis, the compensation of the Company's named executive officers; (3) approved, on an advisory basis, an advisory vote on the compensation of the Company's named executive officers to occur every 1 year; (4) approved the Plan (as defined and described in Item 5.02 above); and (5) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2023 fiscal year.

Of the 16,054,695 shares of the Company's common stock outstanding as of the record date, 12,175,729 shares were represented in person, including being deemed present by means of remote communication, or by proxy at the 2023 annual meeting. The inspector of election reported the final vote of shareholders as follows:

Proposal No. 1: Election of each of the seven director nominees.



 Name                  For      Against   Abstain   Broker Non-Votes
Robert M Averick    9,103,603   723,089   70,535       2,278,502
Murray W. Burns     9,376,399   450,293   70,535       2,278,502
William E. Chiles   9,517,189   309,503   70,535       2,278,502
Richard W. Heo      9,561,540   266,152   69,535       2,278,502
Michael J. Keeffe   9,375,779   451,913   69,535       2,278,502
Cheryl D. Richard   9,342,280   484,412   70,535       2,278,502
Jay R. Troger       9,433,861   156,203   307,163      2,278,502

Proposal No. 2: Approval, on an advisory basis, of the compensation of the Company's named executive officers.

For Against Abstain Broker Non-Votes 8,546,882 1,309,184 24,161 2,295,502

--------------------------------------------------------------------------------

Proposal No. 3: Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company's named executive officers.



 Every 1 Year   Every 2 Years   Every 3 Years   Abstain   Broker Non-Votes
  9,107,852        88,286          666,106      34,983       2,278,502




Proposal No. 4: Approval of the Company's second amended and restated 2015 stock
incentive plan.

   For       Against    Abstain   Broker Non-Votes
7,670,468   2,178,448   48,311       2,278,502

Proposal No. 5: Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2023.



    For      Against   Abstain
12,106,779   22,504    46,446

Consistent with its voting recommendation and the results of the shareholder vote on Proposal No. 3, the Board of Directors of the Company has determined that say-on-pay votes will continue to be held every 1 year until the next say-on-frequency vote, which the Company expects to hold no later than its 2029 annual meeting of shareholders.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No. Description
10.1          Second Amended and Restated Gulf Island Fabrication, Inc. 2015 Stock
            Incentive Plan

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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