Gibraltar Industries, Inc. (ROCK)
NASDAQ: ROCK · Real-Time Price · USD
37.91
0.00 (-0.01%)
May 13, 2026, 3:23 PM EDT - Market open
← View all transcripts

AGM 2026

May 7, 2026

Operator

Thank you for standing by, and welcome to the Gibraltar Industries, Inc. annual meeting. I will now turn the call over to Bill Bosway. Please go ahead.

Bill Bosway
Chairman of the Board of Directors, President, and CEO, Gibraltar Industries, Inc

Good morning, everyone. I am Bill Bosway, Chairman of the Board of Directors, President, and CEO, and would like to thank you for joining the 2026 annual stockholders meeting of Gibraltar Industries, Inc. We'll start with conducting the business portion of our meeting and then respond to any questions germane to the annual meeting at the end. Though we may not be able to answer every question, we will provide responses to as many as time allows. It is now shortly after 11:00 A.M. Eastern Time on May 7, 2026, and this meeting is officially called to order. Now I would like to introduce the other members of the board attending today's meeting. Mark Barberio, Director since 2018. James Metcalf, Director since 2024. Gwen Mizell, Director since 2021. Linda Myers, Director since 2020. James Nish, Director since 2015.

Atlee Valentine Pope, Director since 2020 and our Lead Independent Director. Manish Shah, Director since 2021. Marc Izzo, Partner from our independent auditors, Ernst & Young, is here with us today. Marc will be available during this meeting's question- and- answer session to address any questions directed to him. Further, pursuant to the authority vested in the Board Chair, I hereby appoint Lori Rizzo and Colin Costello as Inspectors of Election. They are in attendance and have taken the oath of Inspector of Election earlier today. We ask that everyone abide by the rules of conduct for the meeting, which are available on the virtual meeting website. The rules of conduct are designed to allow us to conduct an orderly meeting in fairness to all stockholders. At this time, the polls are open.

Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the provided instructions. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. It is my pleasure to introduce Gibraltar Industries' Secretary and our secretary for this meeting, Katie Bolanowski.

Katie Bolanowski
Secretary, Gibraltar Industries, Inc

Thank you, Bill. After the presentation of election results, we will provide time for a question and answer session. Please note that this meeting is being recorded. The Board of Directors fixed March 16th, 2026 as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that on or about April 6th, 2026, a copy of the notice of this annual meeting of stockholders and related proxy materials were mailed to each of the stockholders of record. The affidavit will be incorporated into the minutes of this meeting.

The stockholders list certified by Equiniti Trust Company , the transfer agent and registrar for the company stock, shows that as of the close of business on the record date, there were 29,660,929 shares common stock outstanding and entitled to vote at this meeting. We are informed by the Inspectors of Election that there are represented in person or by proxy shares of common stock representing 28,786,103 votes, or approximately 97% of the outstanding shares of capital stock on the record date. Since this represents more than a majority of the outstanding shares of capital stock entitled to vote on the record date, a quorum is present for purposes of transacting business. Now I will present the matters to be voted upon.

Please note that we will give stockholders an opportunity to ask questions on the proposals themselves after all proposals have been presented. Proposal one is the election of directors. The board has nominated Mark Barberio, William Bosway, James Metcalf, Gwendolyn Mizell, Linda Myers, James Nish, Atlee Valentine Pope, and Manish Shah for election as directors to hold office until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified, or until such director's earlier resignation, retirement, or other termination of service. The board recommends you vote for each nominee for director. Proposal two is the advisory vote to approve the compensation of our named executive officers as described in the proxy statement by a vote on the following resolutions.

Resolved that the stockholders of the company approve on an advisory basis the compensation of the company's named executive officers as disclosed in this definitive proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the summary compensation table, and other related tables and disclosure. This vote, which is often called a say-on-pay vote, is a non-binding vote, although the Compensation and Human Capital Committee will take the results of the vote into account when making future compensation decisions. This item has been covered in depth in the proxy statement. The board recommends you vote for this proposal. Proposal three, the final proposal, is the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31st, 2026.

The board recommends you vote for this proposal. If any stockholder would like to ask questions regarding any of the proposals, please submit your comment through the web portal.

Bill Bosway
Chairman of the Board of Directors, President, and CEO, Gibraltar Industries, Inc

As no questions were received on the proposals, I now declare the polls closed.

Katie Bolanowski
Secretary, Gibraltar Industries, Inc

We have been informed by the Inspectors of Election that the preliminary vote report shows that the nominees for election to the board have been duly elected. The advisory vote on executive compensation, say-on-pay, was approved by a majority of the shares present that are entitled to vote, and the appointment of Ernst & Young LLP as independent registered public accounting firm was ratified by a majority of shares present that are entitled to vote. The company intends to report the final vote results in a Form 8-K to be filed within four business days. I declare the formal business portion of this annual meeting adjourned. I would like to turn the meeting back to Bill for questions.

Bill Bosway
Chairman of the Board of Directors, President, and CEO, Gibraltar Industries, Inc

Thank you, Katie . Let's open the meeting for questions that have been submitted. Please note we will attempt to answer as many questions as time allows. There were no questions submitted, and that concludes our questions- and- answer portion of the meeting. Thank you again for joining us today, and thank you for your support. The 2026 annual meeting of stockholders of Gibraltar Industries, Inc. is now concluded.

Powered by