Shareholders back Gulf Island (NASDAQ: GIFI) merger with IES

Rhea-AI Filing Summary

Gulf Island Fabrication, Inc. reported that shareholders approved its planned merger with IES Holdings, Inc. at a special meeting held on January 13, 2026. The merger will be completed through a transaction in which an IES subsidiary merges into Gulf Island, leaving Gulf Island as an indirect wholly owned subsidiary of IES.

Shareholder turnout was strong, with 13,112,801 shares represented, about 82% of the 15,998,611 shares outstanding as of the November 24, 2025 record date, which constituted a quorum. The merger agreement was approved with 12,913,688 votes for, 67,686 against, and 131,427 abstentions, and a non-binding advisory proposal on merger-related executive compensation also passed. The company issued a press release describing these results.

Insights

M&A and corporate actions analyst

Shareholders approved Gulf Island's merger with IES with strong support.

The key development is shareholder approval of the merger between Gulf Island Fabrication and IES Holdings, with Gulf Island becoming an indirect wholly owned subsidiary of IES. The vote on the merger proposal was decisively in favor, with 12,913,688 votes for versus 67,686 against and 131,427 abstentions, indicating broad shareholder backing.

Participation was high: 13,112,801 shares were represented out of 15,998,611 outstanding as of the November 24, 2025 record date, about 82%, which satisfied quorum requirements. In addition, shareholders approved on a non-binding basis the compensation that will or may be paid to named executive officers in connection with completing the merger, suggesting alignment with the transaction's negotiated terms.

The filing also notes that a proposal to adjourn the special meeting was not needed because sufficient votes were already in place to approve the merger. A press release dated January 13, 2026 summarizes the meeting results, and subsequent company communications and regulatory steps will determine the timing of closing under the merger agreement.

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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): January 13, 2026

Gulf Island Fabrication, Inc.

(Exact name of registrant as specified in its charter)

Louisiana	001-34279	72-1147390
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2170 Buckthorne Place, Suite 420

The Woodlands, Texas 77380

(Address of principal executive offices)(Zip Code)

(713)714-6100

(Registrant's telephone number, including area code)

Not applicable

(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 obligation 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value per share	GIFI	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Gulf Island Fabrication, Inc. (the “Company”) held a special meeting of the Company’s shareholders on January 13, 2026 (the “Special Meeting”). At the Special Meeting, the Company’s shareholders approved: (1) the Merger Proposal (as defined below) and (2) the Merger Compensation Proposal (as defined below). A proposal to adjourn the Special Meeting to solicit additional proxies was not needed because there were sufficient votes to obtain approval of the Merger Proposal.

Of the 15,998,611 shares of the Company’s common stock, no par value per share, outstanding as of the record date of November 24, 2025 (the “Record Date”), 13,112,801 shares were represented in person or by valid proxies at the Special meeting, representing approximately 82% of the total shares of common stock outstanding as of the Record Date. The percentage constituted a quorum. Set forth below are the matters acted upon by the Company’s shareholders at the Special Meeting, each of which was approved, as well as the final voting results of each such matter.

Proposal No. 1: The Merger Proposal. To approve the Agreement and Plan of Merger (the “Merger Agreement”) dated November 7, 2025 by and among IES Holdings, Inc. (“IES”), a Delaware corporation, IES Merger Sub, LLC, a Louisiana limited liability company and an indirect wholly owned subsidiary of IES (“Merger Sub”), and the Company, pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving as an indirect wholly owned subsidiary of IES (the “Merger”), and the other transactions contemplated by the Merger Agreement (the “Merger Proposal”).

For		Against		Abstain
12,913,688		67,686		131,427

Proposal No. 2: The Merger Compensation 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 (the “Merger Compensation Proposal”).

For		Against		Abstain
12,750,608		250,422		111,771

Item 8.01 Other Events.

On January 13, 2026, the Company issued a press release (the “Press Release”) announcing the results of the Special Meeting. A copy of the Press Release is attached as hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated January 13, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 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/ Westley S. Stockton
			Westley S. Stockton
			Executive Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)
Dated:	January 13, 2026

FAQ

What did Gulf Island Fabrication (GIFI) shareholders approve at the special meeting?

Shareholders approved the Agreement and Plan of Merger among Gulf Island, IES Holdings, Inc., and IES Merger Sub, LLC. This transaction will merge Merger Sub into Gulf Island, with Gulf Island surviving as an indirect wholly owned subsidiary of IES. They also approved, on a non-binding advisory basis, certain merger-related compensation for named executive officers.

How strong was shareholder support for the Gulf Island–IES merger?

Support was strong. The merger proposal received 12,913,688 votes for, compared with 67,686 against and 131,427 abstentions. This indicates a clear majority of votes cast in favor of proceeding with the merger under the agreed terms.

What was the shareholder turnout for Gulf Island Fabrication's January 13, 2026 special meeting?

Out of 15,998,611 Gulf Island common shares outstanding as of the November 24, 2025 record date, 13,112,801 shares were represented in person or by proxy. This represents about 82% of the outstanding shares and was sufficient to constitute a quorum for conducting business.

What did Gulf Island (GIFI) shareholders decide about merger-related executive compensation?

Shareholders approved, on a non-binding advisory basis, the compensation that will or may be paid or become payable to Gulf Island’s named executive officers in connection with the merger, including upon completion. The vote on this merger compensation proposal was 12,750,608 for, 250,422 against, and 111,771 abstaining.

Was an adjournment of the Gulf Island special meeting necessary to obtain enough votes?

No. Although there was a proposal to adjourn the special meeting to solicit additional proxies if needed, it was not needed because there were already sufficient votes to approve the merger proposal at the meeting.

Did Gulf Island Fabrication issue a public communication about the merger vote results?

Yes. On January 13, 2026, Gulf Island issued a press release announcing the results of the special meeting. This press release is included as Exhibit 99.1 to the report and is incorporated by reference.