-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hx05PRWMcJDhiRDA8sgzuazCtFIr/yHFH1SBFiuDeCaG1aDvQA2O6EuHtyHl8GXw z27Sw5Nr9Ng/kaE1aMSXkA== 0001157523-05-001097.txt : 20050207 0001157523-05-001097.hdr.sgml : 20050207 20050204174330 ACCESSION NUMBER: 0001157523-05-001097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050202 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050207 DATE AS OF CHANGE: 20050204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GULF ISLAND FABRICATION INC CENTRAL INDEX KEY: 0001031623 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED STRUCTURAL METAL PRODUCTS [3440] IRS NUMBER: 721147390 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22303 FILM NUMBER: 05578290 BUSINESS ADDRESS: STREET 1: GULF ISLAND FABRICATION INC STREET 2: 583 THOMPSON RD CITY: HOUMA STATE: LA ZIP: 70361 BUSINESS PHONE: 5048722100 MAIL ADDRESS: STREET 1: P O BOX 310 CITY: HOUMA STATE: LA ZIP: 70361 8-K 1 a4815797.txt GULF ISLAND FABRICATION, INC. 8-K 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): February 2, 2005 GULF ISLAND FABRICATION, INC. (Exact name of registrant as specified in its charter) Louisiana 0-22303 72-1147390 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 583 Thompson Road Houma, Louisiana 70363 (Address of principal executive offices)(Zip Code) (985) 872-2100 (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 (see General Instruction A.2. below): [ ] 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 (17CFR 240.13e-4(c)) Item 1.01 Other Events. On February 2, 2005, the Board of Directors approved the following annual compensation for the Named Executive Officers and Directors for the year 2005: Salary for Kerry J. Chauvin, Chairman, President and CEO will be $385,000; salary for Kirk J. Meche, Executive Vice-President-Operations and President of Gulf Island, L.L.C. will be $190,000; salary for Murphy A. Bourke, Executive Vice-President-Marketing will be $190,000; salary for Joseph P. Gallagher, III will be $172,000. In addition, for 2005 the executive officer bonuses will be computed as a percentage of the consolidated income before taxes and before the deduction of the bonuses. The applicable bonus percentages for Messrs. Chauvin, Meche, Bourke and Gallagher will be 1.02%, .18%, .43% and .41%, respectively. Mr. Meche will receive an additional bonus of .40% of Gulf Island, L.L.C.'s separate income before taxes and before the deduction of this bonus. In 2005, each non-employee director, except the Chairman of the Audit Committee, will receive an annual fee of $16,500 for his services as a director, a fee of $1,500 for each board or committee meeting attended in person, and a fee of $1,000 for each board or committee meeting in which the director participates via telephone conference call. The Chairman of the Audit Committee will receive an annual fee of $18,500 with the same attendance fees as the other non-employee directors. A copy of the Named Executive Officer and Director Compensation for the year ended December 31, 2005 is attached as Exhibit 10.11. Item 9.01 Financial Statements and Exhibits. (c) Exhibits The following exhibit is filed herewith: Exhibit No. Description 10.11 Named Executive Officer and Director Compensation for the year ended December 31, 2005 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/ Joseph P. Gallagher, III ---------------------------------- Joseph P. Gallagher, III Vice President - Finance, Chief Financial Officer and Treasurer (Principal Financial Officer and Duly Authorized Officer) Dated: February 4, 2005 EX-10.11 2 a4815797ex1011.txt GULF ISLAND FABRICATION, INC. EXHIBIT 10.11 Exhibit 10.11 GULF ISLAND FABRICATION, INC. NAMED EXECUTIVE OFFICER and DIRECTOR COMPENSATION For the year ended December 31, 2005 Named Executive Officer Compensation - ------------------------------------ The following table lists the salary and bonus to be paid to each of the following executive officers for the year ended December 31, 2005. Annual Compensation Bonus Name and Principal Position Year Salary Percentage - -------------------------------------------------------------------------- Kerry J. Chauvin 2005 $ 385,000 1.02% (a) Chairman of the Board, President and Chief Executive Officer Kirk J. Meche 2005 $ 190,000 0.18% (a) Executive Vice-President-Operations 0.40% (b) President Gulf Island, L.L.C. (fabrication subsidiary) Murphy A. Bourke 2005 $ 190,000 0.43% (a) Executive Vice-President-Marketing Joseph P. Gallagher, III 2005 $ 172,000 0.41% (a) Vice-President-Finance and Chief Financial Officer (a) Each executive officer's bonus will be equal to the specified percentage of the Company's consolidated income before tax and before deduction of the executive bonuses. (b) Mr. Meche will receive an additional bonus equal to the specified percentage of Gulf Island, L.L.C.'s separate income before tax and before deduction of this bonus. Director Compensation - --------------------- In 2005, each non-employee director, except the Chairman of the Audit Committee, will receive an annual fee of $16,500 for his services as a director, a fee of $1,500 for each Board or committee meeting attended in person, and a fee of $1,000 for each board or committee meeting in which the director participates via telephone conference call. The Chairman of the Audit Committee will receive an annual fee of $18,500 with the same attendance fees as the other non-employee directors. -----END PRIVACY-ENHANCED MESSAGE-----