On May 22, 2012, Gibraltar Industries, Inc. (the "Company") filed an Amendment to its Certificate of Incorporation (the "Amendment"), amending Article EIGHTH thereof to remove the restriction preventing stockholders from taking action by written consent.

The Company believes the Amendment provides stockholders with improved rights. The Company's Nominating and Corporate Governance Committee recommended that these rights be provided to our stockholders in an effort to stay at the forefront of corporate governance practices. The Company's stockholders adopted the Amendment at the Company's Annual Meeting of Stockholders on May 3, 2012.

Article EIGHTH of the Company's Certificate of Incorporation, as so amended, is set forth in its entirety below:

"EIGHTH: Action shall be taken by the stockholders of the Corporation only at any annual or special meetings of stockholders or by written consent of the stockholders. Special meetings of the stockholders of the Corporation may be called only as provided in the By-Laws."

A copy of the Amendment is filed as Exhibit 3.1 to this Form 8-K.

(a)-(c) Not Applicable

(d) Exhibits:

Exhibit No.       Description

3.1               Certificate of Amendment of Certificate of Incorporation of
                  Gibraltar Industries, Inc. filed May 22, 2012