0001225208-15-018956.txt : 20151002
0001225208-15-018956.hdr.sgml : 20151002
20151002141240
ACCESSION NUMBER: 0001225208-15-018956
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20150930
FILED AS OF DATE: 20151002
DATE AS OF CHANGE: 20151002
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: Heard Frank
CENTRAL INDEX KEY: 0001608587
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22462
FILM NUMBER: 151139663
MAIL ADDRESS:
STREET 1: 3556 LAKE SHORE ROAD
STREET 2: P.O. BOX 2028
CITY: BUFFALO
STATE: NY
ZIP: 14219
4
1
doc4.xml
X0306
4
2015-09-30
0000912562
GIBRALTAR INDUSTRIES, INC.
ROCK
0001608587
Heard Frank
3556 LAKE SHORE ROAD
P.O. BOX 2028
BUFFALO
NY
14219-0228
1
1
President and CEO
Common Stock
2627.0000
D
Restricted Stock Unit (LTIP 01/02/2015)
19185.0000
D
Restricted Stock Unit (LTIP 06/11/2014)
12508.0000
D
Restricted Stock Unit (LTIP 12/29/2014)
50000.0000
D
Restricted Stock Unit (MSPP Match Post-2012)
2015-09-30
4
A
0
1249.1600
0.0000
A
Common Stock
1249.1600
8341.3200
D
Restricted Stock Unit (MSPP Post-2012)
2015-09-30
4
A
0
2498.3200
18.3200
A
Common Stock
2498.3200
13549.0600
D
Performance Units 2015
Common Stock
34413.0000
34413.0000
D
Represents matching restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of his base salary pursuant to the Company's Management Stock Purchase Plan.
Restricted stock units are forfeited if Reporting Person's service as an officer of the Company is terminated prior to age sixty (60). If service as an officer continues through age sixty (60), restricted stock units are payable solely in cash in one lump sum payment or in five (5) or ten (10) consecutive, substantially equal annual installments, whichever distribution form is elected by the Reporting Person, beginning six (6) months following termination of service. 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 of termination of the Reporting Person's service as an officer of the Company.
Represents restricted stock units allocated to the Reporting Person after 2012 with respect to the Reporting Person's deferral of a portion of his base salary pursuant to the Company's Management Stock Purchase Plan.
Restricted stock units are payable solely in cash in one lump sum payment or in five (5) or ten (10) consecutive, substantially equal annual installments, whichever distribution form is elected by the Reporting Person, beginning six (6) months following termination of service as an officer of the Company. 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 of termination of the Reporting Person's service as an officer of the Company.
Represents Performance Units which will be awarded to the Reporting Person under the Company 's Equity Incentive Plan upon achievement of the targeted return on invested capital for 2015. 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 three (3) consecutive calendar year periods ending December 31, 2017 or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before December 31, 2017 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, 2017, or if applicable, death, disability or retirement.
heardfrankpoa.txt
/s/Paul J. Schulz, Attorney in Fact for Frank Heard
2015-10-02
EX-24
2
heardfrankpoa.txt
FRANK HEARD
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and
appoints each of Michael E. Storck, Paul J. Schulz and Elise M. DeRose 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 ____ day of May, 2014.
___________________________________
Frank Heard
STATE OF NEW YORK
SS:
COUNTY OF __________
On the ____ day of May in the year 2014, before me, the undersigned, a notary
public in and for said state, personally appeared Frank Heard 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.
_____________________________
Notary Public