$ROCK·8-K

GIBRALTAR INDUSTRIES, INC. · May 8, 10:53 AM ET

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GIBRALTAR INDUSTRIES, INC. 8-K

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Gibraltar Industries Reports 2026 Annual Meeting Vote Results

What Happened
Gibraltar Industries, Inc. (ROCK) filed an 8‑K reporting the results of its virtual 2026 Annual Meeting of Stockholders held May 7, 2026. Stockholders representing 28,786,103 shares (97.05% of common stock outstanding as of the March 16, 2026 record date) were present or represented by proxy. Eight directors were elected to one‑year terms, the advisory Say‑on‑Pay vote approving executive compensation passed, and Ernst & Young LLP was ratified as the company’s independent registered public accounting firm for 2026.

Key Details

  • Shares present/represented: 28,786,103 shares (97.05% of outstanding common stock).
  • Directors elected (votes For / Against / Abstain):
    • Mark G. Barberio — 27,375,890 / 744,765 / 11,026
    • William T. Bosway — 27,264,368 / 850,411 / 16,902
    • James S. Metcalf — 27,301,493 / 819,161 / 11,027
    • Gwendolyn G. Mizell — 27,206,417 / 728,714 / 196,550
    • Linda K. Myers — 26,048,891 / 2,071,616 / 11,174 (largest dissent among nominees)
    • James B. Nish — 27,428,368 / 692,139 / 11,174
    • Atlee Valentine Pope — 27,251,894 / 683,957 / 195,830
    • Manish H. Shah — 27,255,461 / 679,824 / 196,396
  • Say‑on‑Pay (advisory): 27,265,479 For / 853,892 Against / 12,310 Abstain (with 654,422 broker non‑votes).
  • Auditor ratification: Ernst & Young LLP — 28,156,147 For / 611,037 Against / 18,919 Abstain.

Why It Matters
These results confirm board continuity and shareholder approval of Gibraltar’s governance and auditor choices for 2026. The advisory Say‑on‑Pay approval indicates majority support for the company’s executive compensation practices (not binding). The relatively high shareholder turnout (97.05%) shows strong participation; one director (Linda K. Myers) received notably more opposition than other nominees, which investors may watch as a governance signal. Overall, there are no changes to management or auditor relationships announced beyond the ratification of Ernst & Young.

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