Great Lakes Dredge Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Great Lakes Dredge Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

2017 Long-Term Incentive Plan

At the 2017 Annual Meeting of Stockholders of Great Lakes Dredge
Dock Corporation (the Company) held on May 11, 2017, the Companys
stockholders approved the Great Lakes Dredge Dock Corporation
2017 Long-Term Incentive Plan (the Incentive Plan), which
previously had been approved by the Companys Board of Directors
(the Board) subject to stockholder approval.The Incentive Plan
replaces the 2007 Long-Term Incentive Plan (the Prior Plan). The
following paragraphs provide a summary of certain terms of the
Incentive Plan.

Consistent with the Prior Plan, the purposes of the Incentive
Plan are to: (i) align the interests of the Companys stockholders
and the recipients of awards under the Incentive Plan by
increasing the proprietary interest of such recipients in the
Companys growth and success; (ii) advance the interests of the
Company by attracting and retaining non-employee directors,
officers, other employees, consultants, independent contractors
and agents; and (iii) motivate such persons to act in the
longterm best interests of the Company and its stockholders.

Under the Incentive Plan, the Company may grant: (i) nonqualified
stock options; (ii) incentive stock options (within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended);
(iii) stock appreciation rights (SARs); (iv) restricted stock,
restricted stock units and other stock awards (Stock Awards); and
(v) performance awards.Subject to the terms and conditions of the
Incentive Plan, the number of shares of common stock authorized
for grants under the Incentive Plan is 3,300,000 (reduced by the
number of shares of common stock subject to awards granted under
the Prior Plan on or after March 17, 2017). The Incentive Plans
share limit will be reduced by the aggregate number of shares of
common stock which become subject to outstanding options,
outstanding free-standing SARs, outstanding Stock Awards and
outstanding performance awards denominated in shares of common
stock.

The foregoing description of the Incentive Plan does not purport
to be complete and is qualified in its entirety by reference to
the complete text of the Incentive Plan, which is attached hereto
as Exhibit 10.1 and incorporated herein by reference.

Reassignment of Principal Operating Officer

Mr. Kyle D. Johnson, who previously served as Executive Vice
President and Chief Operating Officer of the Company, was
reassigned to Executive Vice President and Chief Operating
Officer of Great Lakes Dredge Dock Company, LLC, a wholly-owned
subsidiary of the Company. As a result of this reassignment and
effective as of May 12, 2017, Mr. Johnson no longer serves as the
principal operating officer of the Company.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2017 Annual Meeting of Stockholders on May
11, 2017 (the Annual Meeting). In connection with the Annual
Meeting, proxies were solicited to Section 14(a) of the
Securities Exchange Act of 1934. Matters voted upon were (1) the
election of two directors, each to serve for a three-year term
expiring at the 2020 Annual Meeting of Stockholders and to hold
office until his respective successor is elected and qualified or
until 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
Companys independent registered public accounting firm for the
year ending December 31, 2017; (3) the advisory vote on executive
compensation; (4) the advisory vote on the frequency of the
advisory vote on executive compensation; and (5) the approval of
the Great Lakes Dredge Dock Corporation 2017 Long-Term Incentive
Plan. A total of 57,311,311 votes were cast. The results with
respect to each matter are set out below:

a) The stockholders elected each of the two director nominees to
serve for a three-year term expiring at the Companys 2020 Annual
Meeting of Stockholders. The voting for the director nominees was
as follows:

b) The stockholders ratified the appointment of Deloitte Touche
LLP as the Companys independent registered accounting firm for
the fiscal year ending December 31, 2017 with the following vote:

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

d) An advisory vote on the frequency of the advisory vote on
executive compensation was taken with the following result:

After consideration of the stockholder voting results, the
Company has determined that it will hold an advisory vote on
executive compensation each year until the next required
stockholder advisory vote on executive compensation occurs or
until the Board otherwise determines that a different frequency
for advisory votes on executive compensation is in the best
interests of the Companys stockholders.

e) The stockholders approved the Great Lakes Dredge Dock
Corporation 2017 Long-Term Incentive Plan with the following
vote:

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

The exhibits to this current report on Form 8-K are listed in the
Exhibit Index, which appears at the end of this report and is
incorporated by reference herein.

About Great Lakes Dredge & Dock Corporation (NASDAQ:GLDD)
Great Lakes Dredge & Dock Corporation is a provider of dredging services. The Company provides dredging services in the East, West and Gulf Coasts of the United States and around the world. It operates in two segments: Dredging Operations, which involves enhancement or preservation of navigability of waterways or the protection of shorelines through the removal or replenishment of soil, sand or rock, and Environmental & Remediation Operations, which provides construction services on soil, water and sediment for clients in both the public and private sectors in the United States. It holds interests in Amboy Aggregates, which is involved in mining sand from the entrance channel to New York Harbor for providing sand and aggregate for use in road and building construction and for clean land fill; Lower Main Street Development, LLC, which is engaged in land development and sale business, and TerraSea Environmental Solutions, which is engaged in the environmental services business. Great Lakes Dredge & Dock Corporation (NASDAQ:GLDD) Recent Trading Information
Great Lakes Dredge & Dock Corporation (NASDAQ:GLDD) closed its last trading session down -0.15 at 4.45 with 177,192 shares trading hands.