Item 5.07 Submission of Matters to a Vote of Security Holders
Gibraltar Industries, Inc. (the "Company") held its 2024 Annual Meeting of Stockholders on May 1, 2024 in a virtual meeting format. Stockholders representing 28,915,680 shares, or 94.89%, of the common shares outstanding as of the March 18, 2024 record date were present or represented by proxy at the meeting. The items listed below were submitted to a vote of the stockholders at the 2024 Annual Meeting. The proposals are described in the Company's Definitive Proxy Statement for the 2024 Annual Meeting filed April 1, 2024. Final voting results are shown below.
Proposal 1 - Election of Directors
In order to be elected, each nominee for election as a director requires the affirmative vote of a majority of the votes cast with respect to the director at the 2024 Annual Meeting. Seven directors were elected to hold office for a one-year term expiring in 2025 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
|
Broker Non-Votes
|
Mark G. Barberio
|
27,988,158
|
226,643
|
13,403
|
687,476
|
William T. Bosway
|
27,555,815
|
525,937
|
146,452
|
687,476
|
Gwendolyn G. Mizell
|
27,801,189
|
413,695
|
13,320
|
687,476
|
Linda K. Myers
|
27,701,578
|
513,140
|
13,486
|
687,476
|
James B. Nish
|
28,128,499
|
86,279
|
13,426
|
687,476
|
Atlee Valentine Pope
|
27,700,829
|
513,958
|
13,417
|
687,476
|
Manish H. Shah
|
28,028,704
|
186,239
|
13,261
|
687,476
|
Proposal 2 - Advisory Vote on Executive Compensation ("Say-on-Pay")
The stockholders approved of the Company's executive officer compensation 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
|
27,401,209
|
806,270
|
20,725
|
687,476
|
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, 2024 was ratified, based upon the following votes:
|
Votes Cast For
|
Votes Cast Against
|
Abstain
|
28,559,031
|
343,171
|
13,478
|