Gulf Island Fabrication (GIFI) Proxy Filing summary

Executive summary

• Announced agreement for acquisition by IES Holdings, expected to close in Q1 2026, making the company a wholly owned subsidiary.

• Transaction aims to leverage IES's resources, industry expertise, and financial strength to accelerate strategic goals and expand opportunities for employees.

• The acquisition is positioned as a strong strategic and cultural fit, enhancing capabilities in infrastructure and steel structure delivery.

• Shareholder and regulatory approvals are required before completion; a special shareholder meeting will be called.

Voting matters and shareholder proposals

• Shareholders will be asked to approve the proposed acquisition at a special meeting.

• Proxy materials and relevant documents will be filed with the SEC and made available to shareholders.

Board of directors and corporate governance

• Directors and executive officers are identified as participants in the proxy solicitation for the transaction.

• Information about directors and officers is available in the definitive proxy statement for the 2025 annual meeting.