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): May 9, 2024

Great Lakes Dredge & Dock Corporation

(Exact name of registrant as specified in its charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.07 Submission of Matters to a Vote of Security Holders.

Great Lakes Dredge & Dock Corporation (the "Company") held its 2024 Annual Meeting of Stockholders on May 9, 2024 (the "Annual Meeting"). In connection with the Annual Meeting, proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934. Matters voted upon were (1) the election of three directors, each to serve for a three-year term expiring at the 2027 Annual Meeting of Stockholders and to hold office until her/his respective successor is elected and qualified or until her/his earlier death, disqualification, resignation or removal; (2) the ratification of the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024; (3) approval, on a non-binding advisory basis, of the Company's executive compensation; (4) the approval of an amendment to the Company's certificate of incorporation to declassify the Board of Directors; (5) the approval of an amendment to the Company's certificate of incorporation to increase the number of authorized shares of the Company's common stock from 90,000,000 to 170,000,000 shares; (6) the approval of an amendment to the Company's certificate of incorporation to include the exculpation of officers given recent changes to Delaware law; (7) the approval of an amendment to the Company's certificate of incorporation to clarify certain provisions relating to Maritime Laws; (8) the approval of an amendment to the Company's certificate of incorporation to remove the corporate opportunity waiver; and (9) the approval of the amendment and restatement of the Company's certificate of incorporation to clarify, eliminate or update outdated provisions and modernize the Company's certificate of incorporation. A total of 60,816,829 votes were cast. The results with respect to each matter are set out below:

1) The stockholders elected each of the three director nominees to serve for a three-year term expiring at the Company's 2027 Annual Meeting of Stockholders. The result of the vote taken at the Annual Meeting was as follows:

2) The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered accounting firm for the fiscal year ending December 31, 2024 with the following vote:

3) The stockholders adopted a resolution approving, on an advisory basis, the compensation paid to the Company's named executive officers. The result of the vote taken at the Annual Meeting was as follows:

4) The stockholders approved the amendment to the Company's certificate of incorporation to declassify the Board of Directors. The result of the vote taken at the Annual Meeting was as follows:

5) The stockholders approved the amendment to the Company's certificate of incorporation to increase the number of authorized shares of the Company's common stock from 90,000,000 to 170,000,000 shares. The result of the vote taken at the Annual Meeting was as follows:

6) The stockholders approved the amendment to the Company's certificate of incorporation to include the exculpation of officers given recent changes to Delaware law. The result of the vote taken at the Annual Meeting was as follows:

7) The stockholders approved the amendment to the Company's certificate of incorporation to clarify certain provisions relating to Maritime Laws. The result of the vote taken at the Annual Meeting was as follows:

8) The stockholders approved the amendment to the Company's certificate of incorporation to remove the corporate opportunity waiver. The result of the vote taken at the Annual Meeting was as follows:

9) The stockholders approved the amendment and restatement of the Company's certificate of incorporation to clarify, eliminate or update outdated provisions and modernize the Company's certificate of incorporation. The result of the vote taken at the Annual Meeting was as follows:

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.

Date: May 13, 2024