Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 12, 2023, in connection with the new U.S. Securities and Exchange Commission rules regarding universal proxy cards relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Universal Proxy Rules"), certain changes to the Delaware General Corporation Law (the "DGCL"), and the periodic review of the bylaws of Great Lakes Dredge & Dock Corporation (the "Company"), the board of directors of the Company (the "Board") adopted amended and restated bylaws of the Company (the bylaws, as so amended, the "Amended and Restated Bylaws"), effective immediately.


Among other things, the amendments effected by the Amended and Restated Bylaws:

•


Address matters relating to the Universal Proxy Rules (e.g., providing the
Company a remedy if a stockholder fails to satisfy the Universal Proxy Rule
requirements, requiring stockholders intending to use the Universal Proxy Rules
to notify the Company of any change in such intent within two business days and
to provide reasonable evidence of the satisfaction of the requirements under the
Universal Proxy Rules at least five business days before the applicable meeting,
etc.)?
•
Modify the provisions relating to adjournment procedures and lists of
stockholders entitled to vote at stockholder meetings, in each case, to reflect
recent amendments to the DGCL;
•
Modify the provisions relating to compliance with Maritime Laws (as defined in
the Company's Amended and Restated Certificate of Incorporation, "Maritime
Laws") to clarify Board chairman, officer and other requirements under Maritime
Laws;
•
Modify the timing requirements for stockholder notices if the annual meeting is
changed by more than thirty days but less than sixty days from the anniversary
date of the previous year's annual meeting;
•
Modify the director removal provision to conform to a corresponding, controlling
provision in the Company's Amended and Restated Certificate of Incorporation;
•
Provide additional flexibility with respect to the officer role of the
president; and
•
Certain other updates, including ministerial, clarifying and conforming changes.

The foregoing summary of the amendments effected by the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits




Exhibit No. Description

3.1           Second Amended and Restated Bylaws of Great Lakes Dredge & Dock
            Corporation, effective as of January 12, 2023
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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