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Washington, D.C. 20549



Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 19, 2021

Gulf Island Fabrication, Inc.

(Exact name of registrant as specified in its charter)





(State or other jurisdiction

of incorporation)


File Number)

(IRS Employer

Identification No.)


16225 Park Ten Place, Suite 300

Houston, Texas 77084

(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




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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(b)  On August 19, 2021, Robert A. Wallis, Chief Accounting Officer of Gulf Island Fabrication, Inc. (the “Company”), who acted as the Company’s principal accounting officer, notified the Company of his resignation. On September 3, 2021, Mr. Wallis will leave the Company to pursue another opportunity. There were no disagreements between the Company and Mr. Wallis on any matter regarding its operations, policies or practices, including without limitation, matters relating to financial accounting, disclosure controls and procedures or internal controls over financial reporting.

(c)  On August 24, 2021, the Company’s Board of Directors approved Westley S. Stockton to act as the Company’s principal accounting officer, effective September 3, 2021. Mr. Stockton will continue to serve as the Company’s Chief Financial Officer, Treasurer and Secretary. Mr. Stockton’s employment information and compensatory arrangements are incorporated herein by reference as set forth in the Company’s most recent Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2021, as updated in the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2021.


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.















/s/ Westley S. Stockton





Westley S. Stockton





Executive Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer)


August 24, 2021