Gibraltar Industries, Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: ROCK · Form: DEF 14A · Filed: Apr 1, 2024 · CIK: 912562

Gibraltar Industries, Inc. DEF 14A Filing Summary
FieldDetail
CompanyGibraltar Industries, Inc. (ROCK)
Form TypeDEF 14A
Filed DateApr 1, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$1.4B, $3.59, $4.11, $2.56, $3.40
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Gibraltar Industries, Executive Compensation, Corporate Governance

TL;DR

<b>Gibraltar Industries, Inc. has filed its Definitive Proxy Statement (DEF 14A) for the fiscal year ended December 31, 2023.</b>

AI Summary

GIBRALTAR INDUSTRIES, INC. (ROCK) filed a Proxy Statement (DEF 14A) with the SEC on April 1, 2024. Filing Type: DEF 14A (Definitive Proxy Statement). Company: GIBRALTAR INDUSTRIES, INC. (Ticker: ROCK). Reporting Period: Fiscal year ended December 31, 2023. Filing Date: April 1, 2024. Previous Company Name: GIBRALTAR STEEL CORP.

Why It Matters

For investors and stakeholders tracking GIBRALTAR INDUSTRIES, INC., this filing contains several important signals. This filing is a routine disclosure of information related to shareholder meetings and executive compensation, providing transparency on corporate governance matters. Investors can use this document to understand executive pay structures, voting matters, and other key corporate decisions that may impact the company's performance and stock value.

Risk Assessment

Risk Level: low — GIBRALTAR INDUSTRIES, INC. shows low risk based on this filing. The filing is a standard DEF 14A, which is a routine disclosure and does not contain new material financial information or significant operational updates.

Analyst Insight

Review the executive compensation details and any proposed shareholder resolutions to assess potential impacts on corporate governance and shareholder value.

Key Players & Entities

  • GIBRALTAR INDUSTRIES, INC. (company) — Filer name
  • ROCK (company) — Ticker symbol
  • DEF 14A (company) — Form type
  • 2024-04-01 (date) — Filing date
  • 2023-12-31 (date) — Fiscal year end
  • GIBRALTAR STEEL CORP (company) — Former company name
  • 3556 LAKE SHORE ROAD (company) — Business address
  • BUFFALO (company) — Business address city

FAQ

When did GIBRALTAR INDUSTRIES, INC. file this DEF 14A?

GIBRALTAR INDUSTRIES, INC. filed this Proxy Statement (DEF 14A) with the SEC on April 1, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by GIBRALTAR INDUSTRIES, INC. (ROCK).

Where can I read the original DEF 14A filing from GIBRALTAR INDUSTRIES, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by GIBRALTAR INDUSTRIES, INC..

What are the key takeaways from GIBRALTAR INDUSTRIES, INC.'s DEF 14A?

GIBRALTAR INDUSTRIES, INC. filed this DEF 14A on April 1, 2024. Key takeaways: Filing Type: DEF 14A (Definitive Proxy Statement). Company: GIBRALTAR INDUSTRIES, INC. (Ticker: ROCK). Reporting Period: Fiscal year ended December 31, 2023.

Is GIBRALTAR INDUSTRIES, INC. a risky investment based on this filing?

Based on this DEF 14A, GIBRALTAR INDUSTRIES, INC. presents a relatively low-risk profile. The filing is a standard DEF 14A, which is a routine disclosure and does not contain new material financial information or significant operational updates.

What should investors do after reading GIBRALTAR INDUSTRIES, INC.'s DEF 14A?

Review the executive compensation details and any proposed shareholder resolutions to assess potential impacts on corporate governance and shareholder value. The overall sentiment from this filing is neutral.

How does GIBRALTAR INDUSTRIES, INC. compare to its industry peers?

Gibraltar Industries, Inc. operates in the manufacturing sector, specifically steel works, blast furnaces, and rolling & finishing mills.

Are there regulatory concerns for GIBRALTAR INDUSTRIES, INC.?

This filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information relevant to shareholders.

Industry Context

Gibraltar Industries, Inc. operates in the manufacturing sector, specifically steel works, blast furnaces, and rolling & finishing mills.

Regulatory Implications

This filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information relevant to shareholders.

What Investors Should Do

  1. Analyze executive compensation packages and any changes proposed.
  2. Review shareholder proposals and voting recommendations.
  3. Understand the company's governance structure and board composition.

Key Dates

  • 2024-04-01: Filing Date — Definitive Proxy Statement filed
  • 2023-12-31: Fiscal Year End — Period covered by the filing

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document. Specific comparative data from the previous filing is not detailed within this header information.

Filing Stats: 4,480 words · 18 min read · ~15 pages · Grade level 14.5 · Accepted 2024-04-01 10:04:18

Key Financial Figures

  • $1.4B — ude: NET SALES GAAP EPS ADJUSTED EPS $1.4B $3.59 $4.11 net sales flat from $1.4B
  • $3.59 — NET SALES GAAP EPS ADJUSTED EPS $1.4B $3.59 $4.11 net sales flat from $1.4B in 20
  • $4.11 — ALES GAAP EPS ADJUSTED EPS $1.4B $3.59 $4.11 net sales flat from $1.4B in 2022 inc
  • $2.56 — t from $1.4B in 2022 increased 40% from $2.56 in 2022 increased 21% from $3.40 in 202
  • $3.40 — % from $2.56 in 2022 increased 21% from $3.40 in 2022 For the year, GAAP and adjust
  • $218 million — vement in working capital, we generated $218 million of operating cash flow and a free cash

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 60 PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 60 INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 61 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 62 AUDIT AND RISK COMMITTEE REPORT 63 ADDITIONAL INFORMATION 64 EQUITY COMPENSATION PLAN INFORMATION 65 OTHER MATTERS 65 STOCKHOLDERS' PROPOSALS 66 HOUSEHOLDING OF ANNUAL MEETING MATERIALS 66 AVAILABILITY OF FISCAL YEAR 202 3 ANNUAL REPORT A- 1 APPENDIX A - NON-GAAP MEASUREMENTS Table of Contents PROXY SUMMARY This proxy summary highlights information contained elsewhere in this Proxy Statement for the 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting") of Gibraltar Industries, Inc. (the "Company", "Gibraltar", "we", "us" and "our"). You should read the entire proxy statement before voting. For more complete information regarding the performance of Gibraltar for the fiscal year ended December 31, 2023 ("fiscal year 2023"), you should review Gibraltar's annual report on Form 10-K for fiscal year 2023. We intend to deliver to our stockholders of record the Notice of Annual Meeting of Stockholders and this proxy statement on or about April 1, 2024. ABOUT THE 2024 ANNUAL MEETING WHEN WEBCAST RECORD DATE Wednesday, May 1, 2024 11:00 a.m. (Eastern Time) www.virtualshareholdermeeting.com/ROCK2024 March 18, 2024 YOUR VOTE IS IMPORTANT Whether or not you plan to participate in the Annual Meeting, we urge you to carefully review the applicable proxy materials and follow the instructions below to cast your vote promptly on all of the proposals. The following proposals will be addressed at the Annual Meeting. Proposal Board of Directors Recommendation Reasons for Board of Directors Recommendation More Information 1 Election of Directors FOR each nominee The Board of Directors and Nominating, Governance and Corporate Social Respons

: Gender Identity

Part I: Gender Identity Directors 3 5 0 0

: Demographic Background

Part II: Demographic Background African American or Black 1 0 0 0 Alaskan Native or Native American 0 0 0 0 Asian 0 1 0 0 Hispanic or Latinx 0 0 0 0 Native Hawaiian or Pacific Islander 0 0 0 0 White 2 4 0 0 Two or More Races or Ethnicities 0 0 0 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0

Executive Compensation Highlights

Executive Compensation Highlights The target annual compensation in fiscal year 2023 for William T. Bosway, the Company's President and Chief Executive Officer, consisted of base salary, target annual management incentive compensation plan (including target matching RSUs under the Company's 2018 Management Stock Purchase Plan), target performance stock units ("PSUs"), time-vested restricted stock units ("RSUs"), and other compensation of 401(k) match, health reimbursement account contributions, personal use of Company auto and tax planning. Mr. Bosway's target pay mix for fiscal year 2023 is set forth in the chart. The actual earnings under the performance-based components for Mr. Bosway and our other named executive officers for fiscal year 2023 were as follows: Annual Management Incentive Compensation Plan ("MICP") The named executive officers received greater than target under the annual MICP as the Company exceeded the targeted levels for 2023 of the annual MICP metrics (adjusted net sales, adjusted EPS, and days working capital). The actual payout percentage was 116.7% for 2023. There were no adjustments made to the performance targets established by the Compensation and Human Capital Committee in early 2023. Named Executive Officer Potential Payout At Target Actual Payout Percentage Payout At Actual William T. Bosway $ 1,020,000 116.7% $ 1,190,340 Timothy F. Murphy $ 283,853 116.7% $ 331,257 Janet A. Catlett $ 102,667 116.7% $ 119,812 Katherine E. Bolanowski $ 135,332 116.7% $ 157,933 Jeffrey J. Watorek $ 64,375 116.7% $ 75,126 2024 PROXY STATEMENT 3 Table of Contents PROXY SUMMARY 2023 PSUs The named executive officers received greater than target for 2023 as the Company exceeded the targeted level for return on invested capital ("ROIC") for the 2023 performance period. The actual 2023 PSUs achievement was 200% of target for 2023. There were no adjustments made to the performance targets established by the Compensation and Human Capital

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