Gibraltar Industries Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$ROCK
Steel/Iron Ore
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 1, 2025 (April 30, 2025)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation ) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(716 ) 826-6500
(Registrant’s telephone number, including area code)
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:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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
Gibraltar Industries, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders ("2025 Annual Meeting") on April 30, 2025 in a virtual meeting format. Stockholders representing 28,084,017 shares, or 94.64%, of the common shares outstanding as of the March 17, 2025 record date were present or represented by proxy at the meeting. The items listed below were submitted to a vote of the stockholders at the 2025 Annual Meeting. The proposals are described in the Company's Definitive Proxy Statement for the 2025 Annual Meeting filed March 31, 2025. Final voting results are shown below.
Proposal 1 - Election of Directors
In order to be elected, each nominee for election as a director requires the affirmative vote of a majority of the votes cast with respect to the director at the 2025 Annual Meeting. Eight directors were elected to hold office for a one-year term expiring in 2026 or until a successor has been duly elected and qualified, or until such director's earlier resignation, retirement or other termination of service. The following summarizes the votes received for each nominee for director.
| Director | Votes Cast For | Votes Cast Against | Abstain | |||||||||||||||||
| Mark G. Barberio | 27,204,460 | 118,634 | 12,690 | |||||||||||||||||
| William T. Bosway | 26,827,431 | 330,948 | 177,405 | |||||||||||||||||
| James S. Metcalf | 27,186,249 | 136,280 | 13,255 | |||||||||||||||||
| Gwendolyn G. Mizell | 27,136,854 | 179,670 | 19,260 | |||||||||||||||||
| Linda K. Myers | 26,915,901 | 406,995 | 12,888 | |||||||||||||||||
| James B. Nish | 27,303,326 | 19,326 | 13,132 | |||||||||||||||||
| Atlee Valentine Pope | 27,136,792 | 179,270 | 19,722 | |||||||||||||||||
| Manish H. Shah | 27,160,344 | 155,746 | 19,694 | |||||||||||||||||
Proposal 2 - Advisory Vote on Executive Compensation ("Say-on-Pay")
The stockholders approved the compensation of the Company's named executive officers in the advisory Say-on-Pay vote. The following summarizes the voting results for the advisory "Say-on-Pay" vote:
| Votes Cast For | Votes Cast Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 26,462,107 | 858,941 | 14,736 | 748,233 | |||||||||||||||||
Proposal 3 - Amendment to the Company's Certificate of Incorporation
This proposal was to approve an amendment to the Company's Amended and Restated Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law. In order to amend the Company's Certificate of Incorporation, a majority of outstanding shares were required to vote for this proposal at the 2025 Annual Meeting. The stockholders approved the amendment to the Company's Certificate of Incorporation, based upon the following votes:
| Votes Cast For | Votes Cast Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 24,024,647 | 3,295,498 | 15,639 | 748,233 | |||||||||||||||||
Proposal 4 - Ratification of Selection of Independent Registered Public Accounting Firm
The selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the year ending December 31, 2025 was ratified, based upon the following votes:
| Votes Cast For | Votes Cast Against | Abstain | ||||||||||||
| 27,593,316 | 480,144 | 10,557 | ||||||||||||
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Item 8.01 Other Events
Effective May 1, 2025, a Certificate of Amendment to the Certificate of Incorporation of Gibraltar Industries, Inc. to provide for the exculpation of officers as permitted by Delaware law was filed with the Secretary of State of the State of Delaware.
Item 9.01 Financial Statements and Exhibits
(a)-(c) Not Applicable
(d) Exhibits:
| No. | Exhibit | |||||||
| Certificate of Amendment to the Certificate of Incorporation of Gibraltar Industries, Inc. | ||||||||
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |||||||
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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.
GIBRALTAR INDUSTRIES, INC. | ||||||||||||||
| Date: | May 1, 2025 | |||||||||||||
| By: | /s/ Joseph A. Lovechio | |||||||||||||
| Joseph A. Lovechio | ||||||||||||||
| Vice President and Chief Financial Officer | ||||||||||||||
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