Form 8-K GIBRALTAR INDUSTRIES, For: May 08

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May 8, 2026 10:53 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 8, 2026 (May 7, 2026)

GIBRALTAR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-22462

16-1445150

(State or other jurisdiction of
incorporation )

(Commission File Number)

(IRS Employer Identification No.)

3556 Lake Shore Road

P.O. Box 2028

Buffalo, New York 14219-0228

(Address of principal executive offices) (Zip Code)

(716) 826-6500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value per share

ROCK

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

Gibraltar Industries, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders ("2026 Annual Meeting") on May 7, 2026 in a virtual meeting format. Stockholders representing 28,786,103 shares, or 97.05%, of the common stock outstanding as of the March 16, 2026 record date were present or represented by proxy at the 2026 Annual Meeting. The items listed below were submitted to a vote of the stockholders at the 2026 Annual Meeting. The proposals are described in the Company's Definitive Proxy Statement for the 2026 Annual Meeting filed April 6, 2026. Final voting results are shown below.

Proposal 1 - Election of Directors

In order to be elected, each nominee for election as a director required the affirmative vote of a majority of the votes cast with respect to the director at the 2026 Annual Meeting. Eight directors were elected to hold office for a one-year term expiring in 2027 or until a successor has been duly elected and qualified, or until such director's earlier resignation, retirement or other termination of service. The following summarizes the votes received for each nominee for director.


Director	Votes Cast For	Votes Cast 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
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

Proposal 2 - Advisory Vote on Executive Compensation ("Say-on-Pay")

The stockholders approved the compensation of the Company's named executive officers in the advisory Say-on-Pay vote. The following summarizes the voting results for the advisory "Say-on-Pay" vote:


Votes Cast For	Votes Cast Against	Abstain	Broker Non-Votes
27,265,479	853,892	12,310	654,422

Proposal 3 - Ratification of Selection of Independent Registered Public Accounting Firm

The selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the year ending December 31, 2026 was ratified, based upon the following votes:


Votes Cast For	Votes Cast Against	Abstain
28,156,147	611,037	18,919

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GIBRALTAR INDUSTRIES, INC.

Date:

May 8, 2026

By:

/s/ Joseph A. Lovechio

Joseph A. Lovechio

Vice President and Chief Financial Officer

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