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): July 30, 2014
Great Lakes Dredge & Dock Corporation
(Exact name of Registrant as specified in its charter)
| Delaware | 001-33225 | 20-5336063 | ||
| (State or other jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2122 York Road
Oak Brook, Illinois 60523
(Address of Principal Executive Offices)
(630) 574-3000
(Registrant’s telephone number, including area code)
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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers and Other Events.
(d) On July 30, 2014, the Board of Directors (the “Board”) of Great Lakes Dredge & Dock Corporation (the “Company”) elected Major General (Ret.) Michael J. Walsh as a director and appointed him to the Company’s Compensation Committee, effective immediately. Mr. Walsh will serve in the class of directors whose term expires at the Company’s 2017 Annual Meeting of Stockholders.
Mr. Walsh currently serves as Vice President – Water Resources and Coastal Resiliency at Dewberry, a privately held professional services firm, based in Fairfax, VA. He previously served as Deputy Commanding General for Civil and Emergency operations for the U.S. Army Corps of Engineers (the “Corps”) from 2011 to 2013 and at increasing roles at the Corps since 1994.
Mr. Walsh will receive the standard compensation amounts payable to non-employee directors of the Company and members of the Company’s Compensation Committee, as described in the Company’s definitive proxy statement filed with the Commission on April 7, 2014.
There are no arrangements or understandings between Mr. Walsh and any other person, pursuant to which Mr. Walsh was selected as a director. Neither Mr. Walsh nor any of his immediate family members have been a party to any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
Item 9.01 — Financial Statements and Exhibits
| (d) | Exhibits |
The following exhibit is furnished herewith:
| 99.1 | Major General (Ret.) Michael J. Walsh Appointed to Great Lakes’ Board of Directors. |
2
SIGNATURE
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/ Jonathan W. Berger | ||||||
| Date: August 1, 2014 | Jonathan W. Berger Chief Executive Officer |
3
EXHIBIT INDEX
| Number |
Exhibit | |
| 99.1 | Major General (Ret.) Michael J. Walsh Appointed to Great Lakes’ Board of Directors. | |
4
Exhibit 99.1
|
News from Great Lakes Dredge & Dock Corporation
For further information contact: Mary Morrissey, Investor Relations 630-574-3467 |
Major General (Ret.) Michael J. Walsh Appointed to Great Lakes’ Board of Directors
Oak Brook, Illinois – July 31, 2014 – The Board of Directors (the “Board”) of Great Lakes Dredge & Dock Corporation (“Great Lakes”) (NASDAQ:GLDD), the largest provider of dredging services in the United States and a major provider of environmental and remediation services, yesterday elected Major General (Ret.) Michael J. Walsh as a director and appointed him to the Company’s Compensation Committee, effective immediately.
“Major General Walsh has an extensive background in engineering, delivering and maintaining water resources solutions, and we are delighted to have him join our board,” commented Chief Executive Officer (CEO), Jonathan Berger.
Walsh currently serves as Vice President – Water Resources and Coastal Resiliency at Dewberry, a privately held professional services firm, based in Fairfax, VA. He previously served as Deputy Commanding General for Civil and Emergency operations for the U.S. Army Corps of Engineers (the “Corps”) from 2011 to 2013, where he was responsible for a $10 billion annual program supervising all civil works activities nationwide. Walsh oversaw the operation and maintenance of civil infrastructure valued at $232 billion, including more than 693 dams, 4,254 recreation areas, over 12,000 miles of commercial inland waterways, and approximately 926 harbors.
Walsh began his career at the Corps in 1994. He served as District Commander of the San Francisco and Sacramento Districts and then moved to the Corps headquarters in Washington, D.C. where he served as Executive Director of Civil Works and Chief of Staff. He returned to the field in 2004 serving as Commander of the South Atlantic Division 2004. From 2006 to 2007, Walsh served as Commanding General for the Gulf Region Division in Baghdad, Iraq for Operation Iraqi Freedom and was Commanding General, Mississippi Valley Division and President of the Mississippi River Commission from 2008 to 2011.
Included among his notable accomplishments are delivering a $10 billion hurricane storm damage risk reduction program for the New Orleans area and convening the first Mississippi River Watershed meeting, the America’s Inner Coast Summit, which opened a dialog among a broad cross section of representatives from 20 states and 76 watershed partners to shape a sustainable future for the Mississippi River Watershed and establish a 200 year vision.
Walsh stated, “Given my background, I understand how critical it is for the United States and other maritime nations to build and maintain a robust water infrastructure. Environmental remediation, both on land and in water, is just as important. I am pleased to join Great Lakes’ board to contribute my perspective to these vital endeavors.”
“Mr. Walsh’s deep knowledge of maintaining infrastructure in the United States, in particular, our water resources, and his experience working for the Corps, Great Lakes’ largest domestic dredging customer, will provide a unique and valuable perspective as we grow our business. I am confident he will be a great addition to our team as we continue to engineer and execute unique solutions for water-related issues, and I welcome him,” stated Mr. Berger.
The Company
Great Lakes Dredge & Dock Corporation is the largest provider of dredging services in the United States and the only U.S. dredging company with significant international operations. The Company is also a significant provider of environmental and remediation services. The Company owns a 50% interest in a marine sand mining operation in New Jersey that supplies sand and aggregate for road and building construction and a 50% interest in an environmental service operation with the ability to remediate soil and dredged sediment treatment. Great Lakes employs over 150 degreed engineers, most specializing in civil and mechanical engineering, which contributes to its 124-year history of never failing to complete a marine project. Great Lakes has a disciplined training program for engineers that ensures experienced-based performance as they advance through Company operations. Great Lakes also owns and operates the largest and most diverse fleet in the U.S. industry, comprised of over 200 specialized vessels.
Great Lakes Dredge & Dock Corporation
Mary Morrissey, Investor Relations
630-574-3467
Source: Great Lakes Dredge & Dock Corporation
2