0001225208-13-005270.txt : 20130225
0001225208-13-005270.hdr.sgml : 20130225
20130225170709
ACCESSION NUMBER: 0001225208-13-005270
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20130221
FILED AS OF DATE: 20130225
DATE AS OF CHANGE: 20130225
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: GIBRALTAR INDUSTRIES, INC.
CENTRAL INDEX KEY: 0000912562
STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310]
IRS NUMBER: 161445150
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3556 LAKE SHORE ROAD
STREET 2: P O BOX 2028
CITY: BUFFALO
STATE: NY
ZIP: 14219-0228
BUSINESS PHONE: 7168266500
MAIL ADDRESS:
STREET 1: GATEWAY EXECUTIVE PARK
STREET 2: 3556 LAKE SHORE ROAD PO BOX 2028
CITY: BUFFALO
STATE: NY
ZIP: 14219-0228
FORMER COMPANY:
FORMER CONFORMED NAME: GIBRALTAR STEEL CORP
DATE OF NAME CHANGE: 19930924
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SMITH KENNETH WALTER
CENTRAL INDEX KEY: 0001239854
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22462
FILM NUMBER: 13639898
MAIL ADDRESS:
STREET 1: 3556 LAKE SHORE ROAD
CITY: BUFFALO
STATE: NY
ZIP: 14219
4
1
doc4.xml
X0306
4
2013-02-21
0000912562
GIBRALTAR INDUSTRIES, INC.
ROCK
0001239854
SMITH KENNETH WALTER
3556 LAKE SHORE ROAD
P.O. BOX 2028
BUFFALO
NY
14219-0228
1
Senior VP & CFO
Common Stock
43119.0000
D
Restricted Stock Unit (LTIP 01/02/2013)
9545.0000
D
Restricted Stock Unit (LTIP 01/03/2011
6630.0000
D
Restricted Stock Unit (LTIP 01/03/2012)
7944.0000
D
Restricted Stock Unit (LTIP 01/04/2010)
3358.0000
D
Restricted Stock Unit (Retirement Supplement)
20000.0000
D
Performance Units
2013-02-21
4
D
0
10006.0000
0.0000
D
Common Stock
10006.0000
14000.0000
D
Performance Units 2013
Common Stock
25811.0000
25811.0000
D
Restricted Stock Unit (MSPP Match)
Common Stock
40032.0800
40032.0800
D
Restricted Stock Unit (MSPP)
Common Stock
49882.0300
49882.0300
D
Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on January 2, 2013 and on each January 2nd thereafter through January 2, 2017.
Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on January 3, 2011 and on each January 3rd thereafter through January 3, 2015.
Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on January 3, 2013 and on each January 3rd thereafter through January 3, 2016.
Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on each anniversary of the January 4, 2010 award date.
Represents restricted stock units awarded as a supplemental retirement benefit that vest and are payable solely in shares of common stock of the Company on the day following the retirement of the Reporting Person; provided that such retirement occurs after the latest to occur of (i) the date the Recipient attains age sixty (60); (ii) the end of the five (5) year period beginning on the date the Reporting Person is hired by the Company; or (iii) the end of the one (1) year period beginning on the date of this award. Restricted stock units also vest and are payable in shares of common stock of the Company upon the death or disability of the Reporting Person or if the Reporting Peron's employment with the Company is terminated without cause. Finally, restricted stock units vest and are payable upon the occurrence of a change in control, in cash or in shares of common stock of the Company, whichever is specified by the Committee administrating the Plan.
Represents Performance Units which will be awarded to the Reporting Person under the Company's Equity Stock Incentive Plan upon achievement of the targeted total shareholder return for a designated performance period. The maximum number of Performance Units which may be earned is two hundred percent (200%) of the Performance Units awarded for target level performance and the minimum number of Performance Units which may be earned is zero (0) Performance Units.
Performance Units vest and are paid at the end of the three (3) consecutive calendar year period ending December 31, 2014 or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before December 31, 2014 for reasons other than death, disability or retirement or by the Company without cause. Performance Units are payable solely in cash in an amount equal to the ninety (90) day trailing average price of one (1) share of the Company's common stock determined as of December 31, 2014 or, if applicable, death, disability or retirement.
Represents a reduction of the targeted number of Performance Units awarded to the Reporting Person on January 3, 2012 under the Company's Equity Incentive Plan and forfeiture by the Reporting Person of such Performance Units. At a meeting of the Compensation Committee held February 21, 2013, the Compensation Committee reviewed and confirmed the Company's calculation of actual total shareholder return for 2012 as compared to the target and approved the resulting reduction and forfeiture of Performance Units.
Represents Performance Units which will be awarded to the Reporting Person under the Company's Equity Stock Incentive Plan upon achievement of the targeted return on invested capital for 2013. The maximum number of Performance Units which may be earned is two hundred percent (200%) of the Performance Units awarded for target level performance and the minimum number of Performance Units which may be earned is zero (0) Performance Units.
Performance Units vest and are paid at the end of the three (3) consecutive calendar year period ending December 31, 2015 or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before December 31, 2015 for reasons other than death, disability or retirement or by the Company without cause. Performance Units are payable solely in cash in an amount equal to the ninety (90) day trailing average price of one (1) share of the Company's common stock determined as of December 31, 2015 or, if applicable, death, disability or retirement.
Represents restricted stock units allocated to the Reporting Person pursuant to the Company's Management Stock Purchase Plan to match restricted stock units allocated through deferral by Reporting Person of a portion of his annual incentive compensation award.
Restricted stock units are forfeited if employment is terminated prior to age sixty (60). If employment continues through age sixty (60), restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments beginning six (6) months following termination of employment. Each restricted stock unit is converted to cash in an amount equal to the fair market value (200 day rolling average) of one share of the Company's common stock on the date the Reporting Person's employment is terminated.
Represents restricted stock units allocated to Reporting Person pursuant to the Company's Management Stock Purchase Plan reflecting Reporting Person's deferral of a portion of his annual incentive compensation award.
Restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments beginning six (6) months following termination of employment. Each restricted stock unit is converted to cash in an amount equal to the fair market value (200 day rolling average) of one share of the Company's common stock on the date the Reporting Person's employment is terminated.
smithkwpoa.txt
/s/Paul J. Schulz, Attorney in Fact for Kenneth W. Smith
2013-02-25
EX-24
2
smithkwpoa.txt
KENNETH W. SMITH
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and
appoints each of Gerald S. Lippes, Michael E. Storck and Paul J. Schulz, each
acting individually, as the undersigned's true and lawful attorney-in-fact, with
full power and authority as hereinafter described on behalf of and in the
name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5
(including any amendments thereto) with respect to the securities of Gibraltar
Industries, Inc., a Delaware corporation (the "Company"), with the United States
Securities and Exchange Commission, any national securities exchanges and the
Company, as considered necessary or advisable under Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as amended from time to time (the "Exchange Act");
(2) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to each of the undersigned's attorneys-in-fact appointed by
this Power of Attorney and approves and ratifies any such release of
information; and
(3) perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, each such
attorney-in-fact to act in their discretion on information provided to such
attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney will be in such
form and will contain such information and disclosure as such attorney-in-fact,
in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes (i) any
liability for the undersigned's responsibility to comply with the requirement of
the Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
(4) this Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under the Exchange Act,
including without limitation the reporting requirements under Section 16 of the
Exchange Act.
The undersigned hereby gives and grants each of the foregoing attorneys-in-fact
full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned might
or could do if present, hereby ratifying all that each such attorney-in-fact of,
for and on behalf of the undersigned, shall lawfully do or cause to be done by
virtue of this Limited Power of Attorney.
This Power of Attorney shall remain in full force and effect until revoked by
the undersigned in a signed writing delivered to each such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 25th day of March, 2008.
/s/Kenneth W. Smith
Kenneth W. Smith
STATE OF NEW YORK
SS:
COUNTY OF ERIE
On the 25th day of March in the year 2008, before me, the undersigned, a notary
public in and for said state, personally appeared Kenneth W. Smith, personally
known to me or provided to me on the basis of satisfactory evidence to be the
individual(s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s) or the person upon behalf of which the individual(s) acted,
executed the instrument.
/s/Kelly A. Goupil
Notary Public
[Notary Stamp]
-2-