GIBRALTAR INDUSTRIES, INC. (NASDAQ:ROCK) Files An 8-K Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Condition
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Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers |
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Item 5.07 Submission of Matters to a Vote of Security
Holders |
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Item 7.01 Regulation FD Disclosure
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Item 9.01 Financial Statements and Exhibits
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EX – 10.1
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EX – 99.1
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Item 2.02 Results of Operations and Financial Condition
and
Item 7.01 Regulation FD Disclosure
The following information is furnished to both Item 2.02 and Item
7.01:
7.01:
On May 5, 2017, Gibraltar Industries, Inc. (the Company) issued a
news release and held a conference call regarding results for the
three months ended March 31, 2017. A copy of the news release (the
Release) is furnished herewith as Exhibit 99.1 and is incorporated
herein by reference.
news release and held a conference call regarding results for the
three months ended March 31, 2017. A copy of the news release (the
Release) is furnished herewith as Exhibit 99.1 and is incorporated
herein by reference.
The Company references adjusted financial information in both the
Release and the conference call. A reconciliation of these adjusted
financial measures is contained in the Release. The information in
this Form 8-K under the captions Items 2.02 and 7.01 and Item 9.01,
including the Release, shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934 (the Exchange
Act) or otherwise subject to liabilities under that Section and
shall not be deemed to be incorporated by reference into any filing
of the Company under the Securities Act of 1933 (the Securities
Act) or the Exchange Act, unless the Company specifically
incorporates it by reference in a document filed under the
Securities Act or the Exchange Act.
Release and the conference call. A reconciliation of these adjusted
financial measures is contained in the Release. The information in
this Form 8-K under the captions Items 2.02 and 7.01 and Item 9.01,
including the Release, shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934 (the Exchange
Act) or otherwise subject to liabilities under that Section and
shall not be deemed to be incorporated by reference into any filing
of the Company under the Securities Act of 1933 (the Securities
Act) or the Exchange Act, unless the Company specifically
incorporates it by reference in a document filed under the
Securities Act or the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
First Amendment to the 2015 Equity Incentive Plan
On May 5, 2017, the stockholders of the Company approved the first
amendment (the “2015 Plan Amendment” or the “Amendment”) to the
Gibraltar Industries, Inc. 2015 Equity Incentive Plan (the
“Plan”). The 2015 Plan Amendment was authorized by the
Compensation Committee of the Company’s Board of Directors on
March 24, 2017 subject to approval of the shareholders. The
Amendment includes a provision to limit the number of stock
options, stock appreciation rights, performance shares, or
performance stock units a participant can receive for any calendar
year to the equivalent of less than 500,000 shares of the
Company’s common stock.
amendment (the “2015 Plan Amendment” or the “Amendment”) to the
Gibraltar Industries, Inc. 2015 Equity Incentive Plan (the
“Plan”). The 2015 Plan Amendment was authorized by the
Compensation Committee of the Company’s Board of Directors on
March 24, 2017 subject to approval of the shareholders. The
Amendment includes a provision to limit the number of stock
options, stock appreciation rights, performance shares, or
performance stock units a participant can receive for any calendar
year to the equivalent of less than 500,000 shares of the
Company’s common stock.
The foregoing description of the terms and conditions of the
Amendment is qualified in its entirety by reference to the terms
and conditions of the Amendment, a copy of which is filed as
Exhibit 10.1 hereto and is incorporated herein by reference.
Amendment is qualified in its entirety by reference to the terms
and conditions of the Amendment, a copy of which is filed as
Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
Gibraltar Industries, Inc. (the “Company”) held its Annual
Meeting of Stockholders on May 5, 2017 (the “2017 Annual
Meeting”) in Buffalo, New York. Stockholders representing
29,792,125 shares, or 94.33%, of the common shares outstanding as
of the March 20, 2017 record date were present in person or were
represented at the meeting by proxy. The items listed below were
submitted to a vote of the stockholders through the solicitation of
proxies. The proposals are described in the Company’s Definitive
Proxy Statement for the 2017 Annual Meeting filed April 4, 2017.
Final voting results are shown below.
Meeting of Stockholders on May 5, 2017 (the “2017 Annual
Meeting”) in Buffalo, New York. Stockholders representing
29,792,125 shares, or 94.33%, of the common shares outstanding as
of the March 20, 2017 record date were present in person or were
represented at the meeting by proxy. The items listed below were
submitted to a vote of the stockholders through the solicitation of
proxies. The proposals are described in the Company’s Definitive
Proxy Statement for the 2017 Annual Meeting filed April 4, 2017.
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 shares present
at the 2017 Annual Meeting and entitled to vote. Six directors were
elected to hold office for a one-year term expiring in 2018. The
following summarizes the votes received for each nominee for
director.
requires the affirmative vote of a majority of the shares present
at the 2017 Annual Meeting and entitled to vote. Six directors were
elected to hold office for a one-year term expiring in 2018. The
following summarizes the votes received for each nominee for
director.
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Director
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Votes Cast
For
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Votes Cast Against
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Abstain
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Broker
Non-Votes
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Sharon M. Brady
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28,371,171
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37,901
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8,747
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1,374,306
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Frank G. Heard
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28,373,164
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35,364
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9,291
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1,374,306
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Craig A. Hindman
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28,367,438
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40,158
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10,223
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1,374,306
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Vinod M. Khilnani
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28,272,993
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136,078
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8,748
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1,374,306
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William P. Montague
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26,893,362
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1,515,717
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8,740
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1,374,306
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James B. Nish
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28,368,965
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39,564
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9,290
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1,374,306
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Proposal 2 – Advisory Vote on Executive Compensation
(“Say-When-on-Pay”)
(“Say-When-on-Pay”)
This proposal was an advisory vote of the stockholders to express a
preference whether the Say-on-Pay vote will occur every one, two,
or three years. The stockholders approved a one year preference for
the Say-on-Pay vote. The following summarizes the voting results
for the advisory “Say-When-on-Pay” vote:
preference whether the Say-on-Pay vote will occur every one, two,
or three years. The stockholders approved a one year preference for
the Say-on-Pay vote. The following summarizes the voting results
for the advisory “Say-When-on-Pay” vote:
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1 Year
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2 Years
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3 Years
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Abstain
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22,722,221
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19,021
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5,671,869
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4,708
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Proposal 3 – Advisory Vote on Executive Compensation
(“Say-on-Pay”)
(“Say-on-Pay”)
This proposal was an advisory vote of the stockholders to approve
the Company’s compensation of its named executive officers
(commonly referred to as the “Say-on-Pay” vote). The stockholders
approved of the Company’s executive officer compensation in the
advisory Say-on-Pay vote. The following summarizes the voting
results for the advisory “Say-on-Pay” vote:
the Company’s compensation of its named executive officers
(commonly referred to as the “Say-on-Pay” vote). The stockholders
approved of the Company’s executive officer compensation in the
advisory Say-on-Pay vote. The following summarizes the voting
results for the advisory “Say-on-Pay” vote:
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Votes Cast For
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Votes Cast Against
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Abstain
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Broker Non-Votes
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27,559,110
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846,311
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12,398
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1,374,306
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Proposal 4 – Approval of the Material Terms of the Special
Performance Stock Unit Grant
Performance Stock Unit Grant
This proposal required the affirmative vote of holders of a
majority of the shares present at the 2017 Annual Meeting and
entitled to vote. The following summarizes the voting results for
the approval of the material terms of the Special Performance Stock
Unit Grant:
majority of the shares present at the 2017 Annual Meeting and
entitled to vote. The following summarizes the voting results for
the approval of the material terms of the Special Performance Stock
Unit Grant:
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Votes Cast For
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Votes Cast Against
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Abstain
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Broker Non-Votes
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28,247,678
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157,469
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12,672
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1,374,306
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Proposal 5 – Approval of the Material Terms of the Annual
Performance Stock Unit Grant
Performance Stock Unit Grant
This proposal required the affirmative vote of holders of a
majority of the shares present at the 2017 Annual Meeting and
entitled to vote. The following summarizes the voting results for
the approval of the material terms of the Annual Performance Stock
Unit Grant:
majority of the shares present at the 2017 Annual Meeting and
entitled to vote. The following summarizes the voting results for
the approval of the material terms of the Annual Performance Stock
Unit Grant:
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Votes Cast For
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Votes Cast Against
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Abstain
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Broker Non-Votes
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28,228,720
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175,845
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13,254
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1,374,306
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Proposal 6 – Approval of the First Amendment to the Gibraltar
Industries, Inc. 2015 Equity Incentive Plan
Industries, Inc. 2015 Equity Incentive Plan
This proposal required the affirmative vote of holders of a
majority of the shares present at the 2017 Annual Meeting and
entitled to vote. The following summarizes the voting results for
the approval of the First Amendment of the Gibraltar Industries,
Inc. 2015 Equity Incentive Plan:
majority of the shares present at the 2017 Annual Meeting and
entitled to vote. The following summarizes the voting results for
the approval of the First Amendment of the Gibraltar Industries,
Inc. 2015 Equity Incentive Plan:
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Votes Cast For
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Votes Cast Against
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Abstain
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Broker Non-Votes
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27,811,595
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596,411
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9,813
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1,374,306
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Proposal 7 – Ratification of Selection of Independent Registered
Public Accounting Firm
Public Accounting Firm
The selection of Ernst Young LLP as the Company’s Independent
Registered Public Accounting Firm for the year ending December 31,
2017 was ratified, based upon the following votes:
Registered Public Accounting Firm for the year ending December 31,
2017 was ratified, based upon the following votes:
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Votes Cast For
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Votes Cast Against
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Abstain
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29,607,644
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180,080
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4,401
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Item 9.01 Financial Statements and Exhibits
(a)-(c) Not Applicable
(d) Exhibits:
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Exhibit No.
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Description
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10.1
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First Amendment to the Gibraltar Industries, Inc. 2015
Equity Incentive Plan |
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99.1
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Earnings Release issued by Gibraltar Industries, Inc. on
May 5, 2017 |
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. GIBRALTAR INDUSTRIES, INC. (NASDAQ:ROCK) Recent Trading Information
GIBRALTAR INDUSTRIES, INC. (NASDAQ:ROCK) closed its last trading session down -1.03 at 32.12 with 289,667 shares trading hands.