8-K
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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): November 21, 2023

 

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Great Lakes Dredge & Dock Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-33225

(Commission File Number)

20-5336063

(State or other jurisdiction of

incorporation)

(I.R.S. Employer

Identification No.)

 

 

9811 Katy Freeway, Suite 1200, Houston, TX

77024

(Address of principal executive offices)

(Zip Code)

(346) 359-1010

(Registrant’s telephone number, including area code)

 

(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 (Par Value $0.0001)

GLDD

Nasdaq Stock Market, LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 8.01 Other Events.

 

The Board of Directors (the “Board”) of Great Lakes Dredge & Dock Corporation (the “Company”) has determined that the Company will put forward a proposal to the Company’s stockholders for a vote at its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) to amend the Company’s certificate of incorporation to declassify the Board. The Company’s directors are currently divided into three classes, with the members serving staggered three-year terms. The proposal to declassify the Board will be further detailed in the Company’s 2024 proxy statement, which will be filed with the U.S. Securities and Exchange Commission in advance of the 2024 Annual Meeting.


 

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.

 

GREAT LAKES DREDGE & DOCK CORPORATION

 

 

 

By:

/s/Vivienne R. Schiffer

 

Vivienne R. Schiffer

 

Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary

 

Date: November 21, 2023