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 1, 2006
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 1, 2006, the Board of Directors approved the following annual
compensation for the Named Executive Officers and Directors for the year 2006:
Salary for Kerry J. Chauvin, Chairman, President and CEO will be $405,000;
salary for Kirk J. Meche, Executive Vice-President-Operations and President and
CEO of Gulf Marine Fabricators will be $205,000; salary for Murphy A. Bourke,
Executive Vice-President-Marketing will be $198,000; salary for Joseph P.
Gallagher, III, Vice-President-Finance, Chief Financial Officer and Treasurer
will be $175,000; William G. Blanchard, President of Gulf Island, L.L.C. will be
$140,000. In addition, for 2006 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, Gallagher and Blanchard will be 1.00%, .45%, .40%, .40% and .10%,
respectively. Mr. Blanchard will receive an additional bonus of .12% of Gulf
Island, L.L.C.'s separate income before taxes and before the deduction of this
bonus.
In 2006, each non-employee director, except the Chairman of the Audit
Committee and the Financial Expert, will receive an annual fee of $18,000 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 and the Financial Expert will receive an annual fee of
$20,000 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, 2006 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, 2006
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 2, 2006