Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Compensation Matters

The Long Term Incentive Compensation Program for the executive officers of Gibraltar Industries, Inc. (the "Company") provides the Company's executive officers with an annual grant, based upon a percentage of salary, of restricted stock units which vest based on the passage of time ("Time Based RSUs") and performance stock units in an amount determined based on a comparison of the total shareholder return of the Company to the total shareholder return of an index for the performance period.

On December 14, 2012 the Compensation Committee of the Company's Board of Directors, determined that the number of performance stock units to be issued to executive officers with respect to the Company's performance in 2013 and subsequent years would be determined based on a comparison of the Company's targeted return on invested capital to the actual return on invested capital of the Company for the performance period.

In addition, on December 14, 2012, the Company's Compensation Committee, in connection with its ongoing review of compensation policies relating to compensation of executive officers, determined that, with respect to the Company's Chief Executive Officer, no Time Based RSU's would be awarded for 2012 or any subsequent fiscal years.

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