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ROCK > SEC Filings for ROCK > Form 8-K on 3-May-2013All Recent SEC Filings

Show all filings for GIBRALTAR INDUSTRIES, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for GIBRALTAR INDUSTRIES, INC.


3-May-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders.

Gibraltar Industries, Inc. (the "Company") held its Annual Meeting of Stockholders on May 2, 2013 (the "2013 Annual Meeting") in Buffalo, New York. Stockholders representing 28,581,980 shares, or 93.2%, of the common shares outstanding as of the March 19, 2013 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 Proxy Statement for the 2013 Annual Meeting. Final voting results are shown below.

Proposal 1 - Election of Directors

Each nominee for election of director requires a majority of the shares present
at the 2013 Annual Meeting entitled to vote in order to be elected. Two Class II
Directors were elected to hold office for a term expiring in 2016. The following
summarizes the votes received for each nominee for director:



                                Votes Cast   Votes Cast              Broker
           Director                For        Against     Abstain   Non-Votes
           William J. Colombo   26,616,072    994,314      8,153     963,441
           Gerald S. Lippes     21,239,321   6,366,515    12,703     963,441

Proposal 2 - 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 following summarizes the voting results for the advisory "Say-on-Pay" vote:

                    Votes Cast   Votes Cast              Broker
                    For           Against     Abstain   Non-Votes
                    22,286,221   4,709,621    622,697    963,441

Proposal 3 - Approval of the Material Terms of the Annual Performance Stock Unit
Grant

This proposal required the affirmative vote of holders of a majority of the
shares present at the 2013 Annual Meeting entitled to vote. The following
summarizes the voting results for the approval of the material terms of the
annual performance stock unit grant:



                    Votes Cast   Votes Cast              Broker
                    For           Against     Abstain   Non-Votes
                    26,394,788    892,618     331,133    963,441


Table of Contents

Proposal 4 - Ratification of Selection of Independent Registered Public
Accounting Firm

This proposal required the affirmative vote of holders of a majority of the
shares present at the 2013 Annual Meeting entitled to vote. The following
summarizes the voting results for the ratification of the selection of Ernst &
Young LLP as the Company's Independent Public Accounting Firm for the year
ending December 31, 2013:



                    Votes Cast   Votes Cast              Broker
                    For           Against     Abstain   Non-Votes
                    28,452,083    129,238       659        -


Table of Contents

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