Welcome to the special meeting for Gulf Island Fabrication, Inc. Our host for today's call is Richard Heo, President, Chief Executive Officer, and Chairman of the Board. I will now turn the call over to your host, Mr. Heo. You may begin, sir. Thank you, and good morning. My name is Richard Heo. I'll be presiding over today's special meeting of shareholders, and I'd like to welcome everyone to today's meeting. The time is 9:00 A.M. Central Time on January 13th, 2026, and I would now like to call this meeting to order. You've been provided access to the agenda, the proxy statement, and the rules of procedure on the webcast screen. In addition, the agenda, the proxy statement, and the rules of procedure have been made available on the company's website. Please abide by these rules, which are in place so we can properly conduct the formal business of the meeting for the benefit of all of our shareholders. Thank you in advance for your cooperation with the rules of procedure. I'd like to introduce the following individuals, all of whom are attending today's meeting telephonically or in person: Marlene Aguilar, a representative of Broadridge Financial Solutions, Inc., who will be the inspector of election for this meeting. Wesley Stockton, our Chief Financial Officer. And all members of our board. Notice of this meeting and an accompanying proxy statement and proxy card were mailed on or about December 3rd, 2025, to all shareholders of record at the close of business on November 24th, 2025, which is the record date for shareholders entitled to notice of and to vote at this special meeting. I have an affidavit of distribution from a representative of Broadridge Financial Solutions dated December 9th, 2025, stating that on December 3rd, 2025, notice of this meeting was sent to shareholders. 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 on the webcast screen for shareholders that have logged in with their 16-digit control number. These materials, along with the affidavit of distribution, will be filed with the minutes of this meeting. I will now turn the meeting over to Marlene Aguilar, Inspector of Election, to give a report on whether a quorum is present at the meeting. The Inspector of Election has taken and subscribed an oath, which will be filed with the minutes. Good morning, and thank you, Mr. Heo. I wish to report that we have a sufficient number of shares represented at the meeting, either logged into the webcast or represented by proxy, to constitute a quorum to conduct the business of the meeting. As of the record date, there were a total of 15,998,611 shares of the company's common stock entitled to vote. There are present in person or by proxy holders of record 13,112,801 shares of the company's common stock, which together represent approximately 82% of the company's total outstanding common stock entitled to vote at this meeting. Accordingly, I confirm that holders of at least a majority of the company's outstanding shares of common stock are present in person or by proxy, and a quorum is present. I will now turn the meeting back over to Mr. Heo, who will describe how the meeting will operate, will present the proposals to be voted on at the meeting, and will open the polls. Thank you, Ms. Aguilar. Since a quorum is represented at the meeting, I now declare the meeting duly convened and constituted. The polls are open. The polls will remain open until I declare them closed following the presentation of business at this meeting. Under the company's bylaws, the only matters properly before the meeting for consideration are those set forth in the company's proxy statement. The shareholders are to vote on three matters of business, which are listed on the agenda and described in detail in the proxy statement. Shareholders may not submit proposals to be voted on at this meeting. If you have not already submitted a proxy and wish to vote your shares, you can do so by clicking the Vote Here button on your screen. Please have available your control number that appears on your proxy card or found on your voting instruction form. If you have already cast your vote by mail, phone, or internet, you do not need to vote again unless you want to change your vote. Voting today will revoke any earlier proxies you may have submitted. Prior to closing the polls, shareholders may submit questions electronically by typing your question in the box located on the webcast screen. These questions will not be visible to other participants. Questions received during the meeting will be addressed in accordance with the rules of procedure. Guests will not be allowed to vote or submit questions during the meeting. We will now turn to the matters to be voted on. The first item of business on the agenda is to vote on a proposal to approve the agreement and plan of merger dated November 7th, 2025, by and among IES Holdings, Inc., IES Merger Sub, LLC, and the company, and the other transactions contemplated by the merger agreement. We will dispense with formal motions regarding the proposal, and this proposal is duly introduced and presented. The board of directors recommends you vote for the approval of this proposal. The second item of business on the agenda is to vote on a proposal to approve on a non-binding advisory basis certain compensation that will or may be paid or become payable to the company's named executive officers in connection with the merger, including completion of the merger. 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. The third and final item of business on the agenda is to vote on a proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger proposal. We will 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. We received no shareholders' questions during the meeting, so we will move on to the closing of the polls at this time. The polls are about to close, so if you have not yet voted, please do so now. I will now pause for a few minutes to allow any final voting to take place. The time is now 9:09 A.M. Central Time on January 13th, 2026, and seeing that all holders who wished to do so had a chance to vote, I declare that the polls are now closed. You can no longer vote on any of the proposals. There are no other matters set by the board for your consideration at this meeting. I will now turn the meeting back over to Ms. Aguilar, the Inspector of Election, for the meeting for a preliminary report on the vote. Thank you, Mr. Heo. Based on the preliminary voting results, more than 80% of the outstanding shares of the company's common stock have voted in favor of the merger proposal. Therefore, the merger proposal has been approved. Additionally, based on the preliminary voting results, more than 98% of the votes cast at the meeting have voted in favor of the merger compensation proposal. Therefore, the merger compensation proposal has been approved on a non-binding advisory basis. Because of the passage of the merger proposal and the merger compensation proposal, there is no need to adjourn the meeting to solicit additional proxies. Therefore, I will not present the preliminary results of the adjournment proposal. I will now turn the meeting back over to Mr. Heo for adjournment. Thank you, Ms. Aguilar. This now concludes the formal business of our meeting. Please note that the results reported are preliminary. Final voting results will be provided in a current report on Form 8-K that the company will file with the SEC within four business days of today's meeting. The time is 9:10 A.M. Central Time on January 13th, 2026, and I hereby declare the meeting adjourned. On behalf of your board of directors, I'd like to thank you for your attendance and participation today, as well as for your continued support of Gulf Island. Thank you. The meeting has now concluded. Thank you for joining, and have a pleasant day.
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