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)
GIBRALTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
0-22462
16-1445150
(State or other jurisdiction of incorporation )
(Commission File Number)
(IRS Employer Identification No.)
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York14219-0228
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.01 par value per share
ROCK
The NASDAQ Stock Market LLC
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
2
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.