Item 2.02 Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure The following information is furnished pursuant to both Item 2.02 and Item 7.01: OnMay 6, 2020 ,Gibraltar Industries, Inc. (the "Company") issued a news release and held a conference call regarding results for the three months endedMarch 31, 2020 . 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. Item 5.07 Submission of Matters to a Vote ofSecurity Holders Gibraltar Industries, Inc. (the "Company") held its Annual Meeting of Stockholders onMay 6, 2020 (the "2020 Annual Meeting") in a virtual meeting format. Stockholders representing 29,810,595 shares, or 92.00%, of the common shares outstanding as of theMarch 18, 2020 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 2020 Annual Meeting filedApril 3, 2020 . 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 2020 Annual Meeting and entitled to vote. Nine directors were elected to hold office for a one-year term expiring in 2021. The following summarizes the votes received for each nominee for director. Votes Cast Votes Cast Broker Director For Against Abstain % of Votes For Non-Votes Mark G. Barberio 27,614,681 1,101,381 4,741 96.15 % 1,089,792 William T. Bosway 28,709,870 6,173 4,760 99.96 % 1,089,792 Sharon M. Brady 28,211,614 504,454 4,735 98.23 % 1,089,792 Craig A. Hindman 28,488,944 227,118 4,741 99.19 % 1,089,792 Vinod M. Khilnani 27,415,546 1,300,516 4,741 95.46 % 1,089,792 Linda K. Myers 28,708,798 6,268 5,737 99.96 % 1,089,792 William P. Montague 27,174,455 1,541,589 4,759 94.62 % 1,089,792 James B. Nish 28,713,065 2,997 4,741 99.97 % 1,089,792 Atlee Valentine Pope 28,501,406 213,660 5,737 99.24 % 1,089,792
Proposal 2 - Advisory Vote on Executive Compensation ("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: Votes Cast For Votes Cast Against Abstain % of Votes For Broker Non-Votes
26,192,331 1,952,896 575,776 91.20 % 1,089,792 3
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Proposal 3 - Ratification of Selection of Independent Registered Public Accounting Firm The selection ofErnst & Young LLP as the Company's Independent Registered Public Accounting Firm for the year endingDecember 31, 2020 was ratified, based upon the following votes: Votes Cast For Votes Cast Against Abstain % of Votes For 29,444,590 356,539 9,556 98.77 % Item 9.01 Financial Statements and Exhibits (a)-(c) Not Applicable (d) Exhibits: Exhibit No. Description 99.1 Earnings Release issued by Gibraltar Industries, Inc. on May 6, 2020
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