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:
On May 6, 2020, Gibraltar Industries, Inc. (the "Company") issued a news release
and held a conference call regarding results for the three months ended March
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 of Security Holders
Gibraltar Industries, Inc. (the "Company") held its Annual Meeting of
Stockholders on May 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 the March 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 filed April 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



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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, 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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