GULF ISLAND FABRICATION INC 8-K

What Happened
Gulf Island Fabrication, Inc. (GIFI) filed an 8-K on January 13, 2026 reporting that shareholders approved the proposed merger with IES Holdings, Inc. under the Agreement and Plan of Merger dated November 7, 2025. Under the transaction, IES Merger Sub, LLC will merge with and into Gulf Island, with Gulf Island surviving as an indirect wholly owned subsidiary of IES. The company also reported shareholder approval, on a non‑binding advisory basis, of the compensation that may be paid to Gulf Island’s named executive officers in connection with the merger.

Key Details

• Record date: November 24, 2025; total shares outstanding as of the record date: 15,998,611.
• Shares represented at the special meeting: 13,112,801 (~82% of outstanding), constituting a quorum.
• Merger Proposal vote: For 12,913,688; Against 67,686; Abstain 131,427.
• Merger Compensation (advisory) vote: For 12,750,608; Against 250,422; Abstain 111,771.
• Company issued a press release on January 13, 2026 announcing the results (Exhibit 99.1).

Why It Matters
The approved merger means Gulf Island is on track to become an indirect wholly owned subsidiary of IES upon closing of the transaction, subject to any closing conditions in the Merger Agreement. The advisory vote on executive compensation is non‑binding but signals shareholder support for the deal-related pay arrangements. Investors should watch for subsequent disclosures about the merger closing, timing, and any regulatory or customary closing conditions.