Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 1, 2018, the Company’s Board of Directors elected Mark G. Barberio, age 56, as a member of the Board of Directors and as a member of the Audit Committee of the Board, effective immediately.

As a member of the Company’s Board of Directors, Mr. Barberio is entitled to an annualized cash retainer equal to $55,000 and an annualized grant of shares of the Company’s common stock having an aggregate value of $75,000. In addition, as a member of the Audit Committee, Mr. Barberio is entitled to an annualized cash retainer of $10,000. to the terms of the Company’s Management Stock Purchase Plan, Mr. Barberio has the right to defer his receipt of his cash retainers and any such cash deferral will be used to acquire restricted stock units which will be payable to Mr. Barberio in cash following the termination of his Board service. In addition, to the terms of the Company’s Non-Employee Director Stock Plan, Mr. Barberio has the right to defer the receipt of the shares of the Company’s common stock which he is entitled to receive.

On June 6, 2018, Gibraltar issued a press release announcing the appointment of Mr. Barberio.

Item 8.01 Other Events

Effective June 1, 2018, in connection with the appointment of Mark G. Barberio as a member of the Audit Committee of the Company’s Board of Directors, Mr. Vinod Khilnani, a member of the Company's Board of Directors, resigned from his position as a member of the Company's Audit Committee.

Item 9.01Financial Statements and Exhibits

(a)-(c)Not Applicable

(d)Exhibits:

GIBRALTAR INDUSTRIES, INC. Exhibit
EX-99.1 2 exhibit991appointmentofnew.htm EXHIBIT 99.1 Exhibit Gibraltar Industries Appoints Mark G. Barberio to its Board of DirectorsNew Independent Director Strengthens Board’s M&A and Diversified Manufacturing ExperienceBuffalo,…
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About GIBRALTAR INDUSTRIES, INC. (NASDAQ:ROCK)

Gibraltar Industries, Inc. is a manufacturer and distributor of building products for industrial, transportation infrastructure, residential housing, renewable energy and resource conservation markets. The Company operates through three segments: Residential Products, Industrial and Infrastructure Products and Renewable Energy and Conservation. The Residential Products segment focuses on the residential housing construction and residential repair and remodeling activity. The Industrial and Infrastructure Products segment focuses on a range of markets, including discrete and process manufacturing, highway and bridge construction markets, energy and power generation. The Renewable Energy and Conservation segment primarily contracts with solar developers, power system providers, retail garden centers, conservatories and botanical gardens, commercial growers and schools and universities. The Company serves customers primarily throughout North America, Europe and Asia.