Great Lakes Dredge Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Directors
On November 28, 2017, Jason G. Weiss, a director of Great Lakes Dredge & Dock Corporation (the “Company”), Chair of the Compensation Committee of the Board of Directors of the Company (the “Board”), and a member of the Audit Committee of the Board, informed the Company that he did not wish to stand for re-election upon the expiration of his term at the Company’s 2018 Annual Meeting of Stockholders (together with any postponement or adjournment thereof, the “2018 Annual Meeting”).Mr. Weiss’s decision not to stand for re-election did not result from any disagreement, known to a member of the Board or an executive officer of the Company, regarding the Company’s operations, policies, practices or financial reporting.
Expansion of Board of Directors and Election of New Directors
On November 28, 2017, the Board increased the size of the Board, effective as of the Company’s 2018 Annual Meeting, from eight members to nine members.
Also on November 28, 2017, the Board elected Kathleen M. Shanahan and Ronald R. Steger as directors, each effective as of the Company’s 2018 Annual Meeting, to fill the vacancies created by the departure of Mr. Weiss and the expansion of the Board.
Ms. Shanahan is currently the Chair of Ground Works Solutions and previously served as Chair and Chief Executive Officer of the company (previously known as URETEK Holdings, Inc.), which provides foundation lifting and soil stabilization solutions, until March 2016.Ms. Shanahan also previously served as the Chair and Chief Executive Officer of WRS Infrastructure & Environment, Inc. (d/b/a WRScompass), an environmental engineering and civil construction company, and she held numerous positions in government and public policy.Ms. Shanahan is currently a member of the Board of Directors of BioIQ, Inc. and Turtle & Hughes, Inc., and she was previously a member of the Board of Directors and Audit Committee of TRC Companies, Inc. (NYSE:TRR) and a member of the Board of Managers of TerraSea Environmental Solutions LLC, one of the Company’s previous joint ventures.Ms. Shanahan holds a Bachelor’s Degree in Nutrition-Biochemistry from the University of California San Diego and received an Executive MBA from the New York University Leonard N. Stern School of Business.
Mr. Steger currently serves on the Boards of Directors of Global Eagle Entertainment Inc. (NASDAQ:ENT) and Overseas Shipholding Group, Inc. (NYSE:OSG), where he chairs the Audit Committees of each. Mr. Steger also currently serves as an Advisory Board Member of ATREG, Inc. and he previously served on the Board of Directors of International Seaways, Inc. (NYSE:INSW).In addition, Mr. Steger is a Senior Technical Advisor at Effectus Group, a boutique accounting advisory firm that specializes in serving high-growth technology companies.Until December 31, 2013, Mr. Steger worked as an Audit Partner for KPMG LLP, an accounting firm.Mr. Steger holds a Bachelor’s Degree in Accounting from Villanova University, and he is a licensed Certified Public Accountant (retired status).
Both Ms. Shanahan and Mr. Steger will receive the standard compensation payable to non-employee directors of the Company, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 30, 2017.
There are no arrangements or understandings between Ms. Shanahan and any other person to which Ms. Shanahan was selected as a director of the Company, or between Mr. Steger and any other person to which Mr. Steger was selected as a director of the Company.Neither Ms. Shanahan nor any of her 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, and neither Mr. Steger nor any of his immediately 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.
At this time, the Company has not made a determination regarding any Board committee assignments for either Ms. Shanahan or Mr. Steger.
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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 prior to the page of this report and is incorporated by reference herein.
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EXHIBIT INDEX
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Great Lakes Dredge & Dock CORP ExhibitEX-99.1 2 gldd-ex991_7.htm EX-99.1 gldd-ex991_7.htm EXHIBIT 99.1 News from Great Lakes Dredge & Dock Corporation For further information contact: Abby Sullivan,…To view the full exhibit click here
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.