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| ROCK > SEC Filings for ROCK > Form 8-K on 3-Aug-2012 | All Recent SEC Filings |
3-Aug-2012
Regulation FD Disclosure, Amendments to Articles of Inc. or Bylaws; Ch
The following information is furnished pursuant to both Item 2.02 and Item 7.01:
On August 2, 2012, Gibraltar Industries, Inc. (the "Company") issued a news release reporting results for the three and six months ended June 30, 2012. A copy of the news release (the "Release") is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
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.
On August 1, 2012, the Board of Directors of Gibraltar Industries Inc. (the "Company") adopted an amendment and restatement of the Company's Bylaws to add to the existing Bylaws, a new Article II, Section 12 which allows stockholders to act by written consent and sets forth the procedures that must be followed by stockholders to act by written consent, including requirements that stockholders request the establishment of a record date, information which must be supplied by stockholders who request establishment of a record date for purposes of taking action by written consent, requirements for solicitation of written consents of other stockholders and requirements with respect to the timing of delivery to the Company of executed written consents.
The Company believes the Amended and Restated Bylaws provide stockholders with improved rights. The Company's Board of Directors previously adopted, and its stockholders approved, at the Company's Annual Meeting of Stockholders on May 3, 2012, an Amendment to the Company's Certificate of Incorporation to permit the Company's stockholders to act by written consent.
The foregoing description of the provisions of Article II, Section 12 is qualified in its entirety by the provisions of Article II, Section 12 of the Amended and Restated Bylaws, effective August 1, 2012, a copy of which is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.
(a)-(c) Not Applicable
(d) Exhibits:
Exhibit No. Description
3.1 Amended and Restated Bylaws of Gibraltar Industries, Inc.
effective August 1, 2012
99.1 News Release issued by Gibraltar Industries, Inc. on August 2,
2012
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