GIBRALTAR INDUSTRIES, INC.
For the period ended Dec 31, 2025. Filed Apr 6, 2026.
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Dec 31, 2025 · Filed Apr 6, 2026
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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549SCHEDULE 14APROXY STATEMENT PURSUANT TO SECTION 14(a) OF THESECURITIES EXCHANGE ACT OF 1934(Amendment No. )
| Filed by the Registrant | ☒ |
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| Filed by a party other than the Registrant | ☐ |
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| Check the appropriate box: | |
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Gibraltar Industries, Inc.
(Name of Registrant as Specified In Its Charter)
___________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
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| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of 2026 AnnualMeeting of Stockholdersand Proxy Statement
April 6, 2026Dear Fellow Stockholders of Gibraltar:As we move into 2026, we would like to thank you for your continued support as a Gibraltar stockholder. It is our pleasure to invite you to attend the 2026 Annual Meeting of Stockholders of Gibraltar Industries, Inc. to be held on Thursday, May 7, 2026, at 11:00 A.M., Eastern Time, online at www.virtualshareholdermeeting.com/ROCK2026.The Annual Meeting is critical to our corporate governance process and to affirming the direction of our Company. The accompanying Proxy Statement provides you with important information about our Board of Directors and executive officers. Additionally, the Proxy Statement informs you of steps we are taking to fulfill our responsibilities to you as a stockholder.The accompanying Proxy Statement provides information relating to the proposals that require your vote. If you hold shares through a brokerage firm, please note that your broker cannot vote on most of the proposals to be acted on at the Annual Meeting without your instruction. Your vote is very important to us and we encourage you to vote promptly using one of the voting methods described in the accompanying Proxy Statement. Our Board of Directors recommends that stockholders vote FOR all proposals.On behalf or our management team and our Board of Directors, we want to thank you for your continued support and confidence in Gibraltar Industries, Inc.Sincerely,
| William T. BoswayChairman of the Board,President andChief Executive Officer | Atlee Valentine PopeLead Independent Director |
3556 Lake Shore RoadPO Box 2028Buffalo, New York 14219-0228NOTICE OF ANNUAL MEETING OF STOCKHOLDERSTO BE HELD MAY 7, 2026
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Gibraltar Industries, Inc., a Delaware corporation (the “Company”), will be held on Thursday, May 7, 2026, at 11:00 A.M., Eastern Time (the “2026 Annual Meeting”). The 2026 Annual Meeting will be held in virtual meeting format. You can attend the 2026 Annual Meeting online, vote your shares electronically and submit your questions during the meeting, by visiting www.virtualshareholdermeeting.com/ROCK2026. You will need to have the 16-digit control number included on your proxy card, or in the instructions that accompanied your proxy materials by the method you consented or elected to receive for delivery. The 2026 Annual Meeting will be held for the following purposes:1.Election of eight Director nominees named in the accompanying proxy statement, each to hold office for a one-year term until the 2027 annual meeting of stockholders (the "2027 Annual Meeting") or until a successor has been duly elected and qualified, or until such director's earlier resignation, retirement or other termination of service.2.Advisory approval of the Company's executive compensation (the "Say-on-Pay" vote).3.Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026.4.Transaction of such other business as may properly come before the meeting or any adjournment or postponement thereof.The Board of Directors has fixed the close of business on March 16, 2026, as the record date for the determination of stockholders entitled to receive notice of and to vote at the 2026 Annual Meeting or any adjournment or postponement thereof.Even if you plan to participate in the 2026 Annual Meeting, please promptly vote in advance of the meeting by following the instructions in the proxy card or voting instruction form. Voting in advance of the 2026 Annual Meeting does not deprive you of your right to virtually attend the 2026 Annual Meeting and to vote your shares electronically during the meeting.
By Order of the Board of Directors
Katherine E. BolanowskiGeneral Counsel, Vice President and Secretary
Buffalo, New York
April 6, 2026
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held May 7, 2026The Notice of Annual Meeting of Stockholders, the accompanying Proxy Statement andthe fiscal year 2025 Annual Report are available at www.proxyvote.com.
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