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 5, 2021, Gibraltar Industries, Inc. (the "Company") issued a news release
and held a conference call regarding results for the three months ended March
31, 2021. 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



The Company held its 2021 Annual Meeting of Stockholders on May 5, 2021 in a
virtual meeting format. Stockholders representing 30,944,848 shares, or 94.83%,
of the common shares outstanding as of the March 19, 2021 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 2021 Annual Meeting filed April 2, 2021. 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 2021 Annual Meeting
and entitled to vote. Nine directors were elected to hold office for a one-year
term expiring in 2022. The following summarizes the votes received for each
nominee for director.

Director                              Votes Cast For             Votes Cast Against               Abstain               % of Votes For              Broker Non-Votes
Mark G. Barberio                        29,906,094                     60,672                      8,050                    99.77%                       970,032
William T. Bosway                       29,946,623                     20,891                      7,302                    99.91%                       970,032
Craig A. Hindman                        29,542,694                     424,084                     8,038                    98.56%                       970,032
Gwendolyn G. Mizell                     29,746,763                     220,389                     7,664                    99.24%                       970,032
William P. Montague                     28,547,690                    1,419,076                    8,050                    95.24%                       970,032
Linda K. Myers                          29,809,057                     157,895                     7,864                    99.45%                       970,032
James B. Nish                           29,913,936                     53,032                      7,848                    99.80%                       970,032
Atlee Valentine Pope                    29,642,763                     324,161                     7,892                    98.89%                       970,032
Manish H. Shah                          29,941,286                     24,207                      9,323                    99.89%                       970,032



Proposal 2 - Amendment of the Company's Certificate of Incorporation
This proposal was to approve an amendment to the Company's Certificate of
Incorporation of Gibraltar Industries, Inc. to increase the number of authorized
shares of common stock from 50,000,000 to 100,000,000, and to correspondingly
increase the total authorized shares of stock from 60,000,000 to 110,000,000.

 Votes Cast For       Votes Cast Against       Abstain       % of Votes For
   29,612,499             1,314,147            18,202            95.69%




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Proposal 3 - 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
   27,831,143             1,524,228            619,445           92.85%                970,032



Proposal 4 - 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, 2021 was ratified, based
upon the following votes:

Votes Cast For Votes Cast Against Abstain % of Votes For


   30,784,773              153,910              6,165            99.48%


Item 8.01 Other Events

On March 17, 2021, the Company's Board of Directors approved a proposal to amend
the Company's Certificate of Incorporation to increase the number of authorized
shares of the Company's common stock from 50,000,000 to 100,000,000, and to
correspondingly increase the total authorized shares of stock from 60,000,000 to
110,000,000. The proposal to amend the Company's Certificate of Incorporation
was submitted to and approved by the Company's stockholders at the annual
meeting of the Company's stockholders held May 5, 2021.

Effective May 6, 2021, a Certificate of Amendment to the Company's Certificate
of Incorporation (the "Certificate of Amendment") was filed with the Secretary
of State of the State of Delaware to provide for the increase in the number of
authorized shares of common stock of the Company as approved by the Company's
stockholders.

The foregoing description of the terms and conditions of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a)-(c) Not Applicable

(d) Exhibits:


    Exhibit No.           Description
        3.1                 Certificate of Amendment to the Certificate of

Incorporation of Gibraltar

Industries, Inc.
       99.1                 Earnings Release issued by Gibraltar

Industries, Inc. on May 5, 2021


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