Gulf Island Fabrication (GIFI) Proxy Filing summary

Executive summary

• A special meeting is scheduled for January 13, 2026, to vote on a proposed merger with IES Holdings, Inc., where shareholders will receive $12.00 per share in cash if the merger is approved and completed.

• The board unanimously recommends approval of the merger, citing a 52% premium to the pre-announcement share price and the certainty of all-cash consideration.

• Johnson Rice & Company, L.L.C. provided a fairness opinion, concluding the $12.00 per share offer is fair from a financial point of view.

• If approved, the company will become a wholly owned subsidiary of IES, and its shares will be delisted from Nasdaq.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: approval of the merger agreement, a non-binding advisory vote on executive compensation related to the merger, and the potential adjournment of the meeting to solicit additional proxies.

• The board recommends voting “FOR” all three proposals.

• Approval of the merger requires a majority of outstanding shares; abstentions and failures to vote count as votes against.

• Approximately 23.4% of shares are already committed to vote in favor via a voting agreement with directors, executive officers, and a major shareholder.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives and determined the merger was in the best interest of shareholders.

• The board’s decision was unanimous, and the process included multiple rounds of negotiation and independent financial and legal advice.

• The merger agreement includes customary representations, warranties, and covenants, including restrictions on soliciting other offers.