Gulf Island Fabrication, Inc. Announces Corporate Governance Enhancements
November 05 2018 - 5:59PM
Gulf Island Fabrication, Inc. (“Gulf Island or the “Company”)
(NASDAQ: GIFI), announced today that its Board of Directors
unanimously approved an amendment and restatement of its by-laws
that, among other things, provides a majority voting standard in
uncontested elections. These changes follow the Board’s
ongoing review of evolving corporate governance practices and
investor preferences, as a result of discussions with many of its
shareholders.
The majority voting standard requires directors
to be elected by the affirmative vote of a majority of the votes
cast. Any incumbent director who does not receive at least a
majority of the votes cast will be required to tender his or her
resignation. The majority voting standard for director elections
will be effective for the 2019 annual meeting of shareholders,
unless the election of directors is contested at the meeting.
The Board also unanimously approved a policy
promoting diversity within the Board. The policy requires the
Board's Nominating and Governance Committee interview at least one
candidate who would increase the gender, racial and/or ethnic
diversity of the Board when filling any vacancy on the Board,
including an increase in the size of the Board.
In addition to these changes, as previously
announced the Board has appointed two new independent directors,
including a female director after a successful director candidate
search, and committed to reduce the size of the Board to eight
members by the 2020 annual meeting of shareholders. This
commitment to reduce the size of the Board is anticipated to
decrease the average tenure of the Board notably.
John P. Laborde, Chairman of the Board of
Directors of Gulf Island, stated, “In response to feedback from our
shareholders and our commitment to strong governance, we are taking
steps to improve our practices. We appreciate the input we
have received and will continue this engagement regarding Board
composition and corporate governance. We are pleased to take
this action that demonstrates our commitment to acting in the best
interest of our shareholders.”
The Company has also filed its amended and
restated by-laws on Form 8-K with the U.S. Securities and Exchange
Commission.
Gulf Island is a leading fabricator of complex
steel structures, modules and marine vessels used in energy
extraction and production, petrochemical and industrial facilities,
power generation, alternative energy and shipping and marine
transportation operations. The Company also provides related
project management for EPC projects along with installation,
hookup, commissioning and repair and maintenance services. In
addition, the Company performs civil, drainage and other work for
state and local governments. The Company operates and manages its
business through four operating divisions: Fabrication, Shipyard,
Services and EPC, with its corporate headquarters located in
Houston, Texas, and fabrication facilities located in Houma,
Jennings and Lake Charles, Louisiana. Visit us at our website
www.gulfisland.com.
Cautionary Statement:This press
release contains forward-looking statements. Forward-looking
statements are all statements other than statements of historical
facts, such as projections or expectations relating to oil and gas
prices, operating cash flows, capital expenditures, liquidity and
tax rates. The words “anticipates,” “may,” “can,” “plans,”
“believes,” “estimates,” “expects,” “projects,” “targets,”
“intends,” “likely,” “will,” “should,” “to be,” “potential” and any
similar expressions are intended to identify those assertions as
forward-looking statements.
We caution readers that forward-looking
statements are not guarantees of future performance and actual
results may differ materially from those anticipated, projected or
assumed in the forward-looking statements. Important factors that
can cause our actual results to differ materially from those
anticipated in the forward-looking statements include the cyclical
nature of the oil and gas industry, changes in backlog estimates,
suspension or termination of projects, timing and award of new
contracts, financial ability and credit worthiness of our
customers, consolidation of our customers, competitive pricing and
cost overruns, entry into new lines of business, ability to raise
additional capital, ability to sell certain assets, advancement on
the SeaOne Project, ability to resolve the dispute with a customer
relating to the purported termination of contracts to build two
MPSVs, ability to remain in compliance with our covenants contained
in our Credit Agreement, ability to employ skilled workers,
operating dangers and limits on insurance coverage, weather
conditions, competition, customer disputes, adjustments to
previously reported profits or loss under the
percentage-of-completion method, loss of key personnel, compliance
with regulatory and environmental laws, ability to utilize
navigation canals, performance of sub-contractors, systems and
information technology interruption or failure and data security
breaches and other factors described in Item 1A. “Risk Factors”
included in our 2017 Annual Report as may be updated by subsequent
filings with the SEC.
Investors are cautioned that many of the
assumptions upon which our forward-looking statements are based are
likely to change after the forward-looking statements are made,
which we cannot control. Further, we may make changes to our
business plans that could affect our results. We caution investors
that we do not intend to update forward-looking statements more
frequently than quarterly notwithstanding any changes in our
assumptions, changes in business plans, actual experience or other
changes, and we undertake no obligation to update any
forward-looking statements.
For further information contact:
Kirk J. Meche
Westley S. StocktonChief Executive
Officer
Chief Financial
Officer713.714.6100
713.714.6100
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