Item 5.07 Submission of Matters to a Vote of Security Holders
Gibraltar Industries, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders onMay 4, 2022 in a virtual meeting format. Stockholders representing 30,911,309 shares, or 94.26%, of the common shares outstanding as of theMarch 22, 2022 record date were present or represented by proxy at the meeting. The items listed below were submitted to a vote of the stockholders at the 2022 Annual Meeting. The proposals are described in the Company's Definitive Proxy Statement for the 2022 Annual Meeting filedApril 1, 2022 . 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 votes cast with respect to the director at the 2022 Annual Meeting. Eight directors were elected to hold office for a one-year term expiring in 2023 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 Broker Non-Votes Mark G. Barberio 29,129,586 573,291 5,513 1,202,919 William T. Bosway 28,732,028 840,018 136,344 1,202,919 Craig A. Hindman 29,349,465 353,464 5,461 1,202,919 Gwendolyn G. Mizell 29,360,782 340,984 6,624 1,202,919 Linda K. Myers 29,138,172 564,952 5,266 1,202,919 James B. Nish 29,631,440 70,323 6,627 1,202,919 Atlee Valentine Pope 29,356,532 345,461 6,397 1,202,919 Manish H. Shah 29,635,535 66,253 6,602 1,202,919 Proposal 2 - Advisory Vote on Executive Compensation ("Say-on-Pay") 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 Broker Non-Votes 28,556,785 1,140,449 11,156 1,202,919 Proposal 3 - Approval of theGibraltar Industries, Inc. Amended and Restated 2016 Stock Plan for Non-Employee Directors TheGibraltar Industries, Inc. Amended and Restated 2016 Stock Plan for Non-Employee Directors was approved, based upon the following votes: Votes Cast For Votes Cast Against Abstain Broker Non-Votes 29,582,935 120,397 5,058 1,202,919 Proposal 4 - 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, 2022 was ratified, based upon the following votes: Votes Cast For Votes Cast Against Abstain 30,734,962 169,279 7,068 2
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Item 8.01 Other Events
OnMarch 17, 2022 , the Board of Directors andCompensation and Human Capital Committee of the Company approved theGibraltar Industries, Inc. Amended and Restated 2016 Stock Plan for Non-Employee Directors (the "Amended Plan"), subject to approval of the Amended Plan by the Company's stockholders. OnMay 4, 2022 , the stockholders of the Company approved the Amended Plan. The Amended Plan increases the total number of shares of the Company's common stock authorized for issuance from 100,000 to 200,000 and makes other specified revisions. A description of the terms of the Amended Plan is included in the Definitive Proxy Statement for the 2022 Annual Meeting filedApril 1, 2022 . The description of the Amended Plan is qualified in its entirety by reference to the terms and conditions of the Amended Plan, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference. The form of the award agreement for stock awards to non-employee directors of the Company under the Amended Plan is filed as Exhibit 10.2 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (a)-(c) Not Applicable (d) Exhibits: Exhibit No. Description 10.1Gibraltar Industries, Inc. Amended and Restated 2016 Stock Plan for Non-Employee Directors 10.2 Form of award forGibraltar Industries, Inc.
Amended and Restated 2016 Stock
Plan for Non-Employee Directors Award Agreement 104 Cover Page Interactive Data File (embedded with
the Inline XBRL document) 3
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