ROCK 8-K
Gibraltar Industries, Inc. (ROCK)
8-K
2026-05-08
For: 2026-05-08
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May 08, 2026
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 8, 2026 (May 7, 2026)
(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 2026 Annual Meeting of Stockholders ("2026 Annual Meeting") on May 7, 2026 in a virtual meeting format. Stockholders representing 28,786,103 shares, or 97.05%, of the common stock outstanding as of the March 16, 2026 record date were present or represented by proxy at the 2026 Annual Meeting. The items listed below were submitted to a vote of the stockholders at the 2026 Annual Meeting. The proposals are described in the Company's Definitive Proxy Statement for the 2026 Annual Meeting filed April 6, 2026. Final voting results are shown below.
Proposal 1 - Election of Directors
In order to be elected, each nominee for election as a director required the affirmative vote of a majority of the votes cast with respect to the director at the 2026 Annual Meeting. Eight directors were elected to hold office for a one-year term expiring in 2027 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 | 27,375,890 | 744,765 | 11,026 | |||||||||||||||||
| William T. Bosway | 27,264,368 | 850,411 | 16,902 | |||||||||||||||||
| James S. Metcalf | 27,301,493 | 819,161 | 11,027 | |||||||||||||||||
| Gwendolyn G. Mizell | 27,206,417 | 728,714 | 196,550 | |||||||||||||||||
| Linda K. Myers | 26,048,891 | 2,071,616 | 11,174 | |||||||||||||||||
| James B. Nish | 27,428,368 | 692,139 | 11,174 | |||||||||||||||||
| Atlee Valentine Pope | 27,251,894 | 683,957 | 195,830 | |||||||||||||||||
| Manish H. Shah | 27,255,461 | 679,824 | 196,396 | |||||||||||||||||
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 | |||||||||||||||||
| 27,265,479 | 853,892 | 12,310 | 654,422 | |||||||||||||||||
Proposal 3 - 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, 2026 was ratified, based upon the following votes:
| Votes Cast For | Votes Cast Against | Abstain | ||||||||||||
| 28,156,147 | 611,037 | 18,919 | ||||||||||||
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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 8, 2026 | |||||||||||||
| By: | /s/ Joseph A. Lovechio | |||||||||||||
| Joseph A. Lovechio | ||||||||||||||
| Vice President and Chief Financial Officer | ||||||||||||||
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