0001562180-17-000778.txt : 20170217
0001562180-17-000778.hdr.sgml : 20170217
20170217172646
ACCESSION NUMBER: 0001562180-17-000778
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20170215
FILED AS OF DATE: 20170217
DATE AS OF CHANGE: 20170217
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: 17622465
MAIL ADDRESS:
STREET 1: 3556 LAKE SHORE ROAD
CITY: BUFFALO
STATE: NY
ZIP: 14219
4
1
primarydocument.xml
PRIMARY DOCUMENT
X0306
4
2017-02-15
false
0000912562
GIBRALTAR INDUSTRIES, INC.
ROCK
0001239854
SMITH KENNETH WALTER
3556 LAKE SHORE ROAD
P.O. BOX 2028
BUFFALO
NY
14219-0228
false
true
false
false
Senior VP & CFO
Common Stock
57414.00
D
Executive Retirement RSU
10000.00
D
Performance Stock Units (December 2015)
25000.00
D
Restricted Stock Unit (LTIP 01/02/2014)
2291.00
D
Restricted Stock Unit (LTIP 01/02/2015)
5432.00
D
Restricted Stock Unit (LTIP 02/01/2016)
6619.00
D
Restricted Stock Unit (Retirement Supplement)
20000.00
D
Restricted Stock Units (December 2015)
12500.00
D
Performance Units (2016)
2017-02-15
4
A
false
16632.00
0.00
A
Common Stock
16632.00
33264.00
D
Option (December 2015)
25.44
2018-12-31
2025-12-31
Common Stock
12500.00
12500.00
D
Performance Units 2015
Common Stock
51956.00
51956.00
D
Restricted Stock Unit (MSPP Match Post-2012)
Common Stock
47263.61
47263.61
D
Restricted Stock Unit (MSPP Match)
Common Stock
40032.08
40032.08
D
Restricted Stock Unit (MSPP Post-2012)
Common Stock
66826.04
66826.04
D
Restricted Stock Unit (MSPP)
Common Stock
49882.03
49882.03
D
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 2016. 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 periods ending December 31, 2018 or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before December 31, 2018 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, 2018, or if applicable, as of the Reporting Person's death, disability or retirement.
Represents an increase of the targeted number of Performance Units awarded to the Reporting Person on February 1, 2016 under the Company's 2015 Equity Incentive Plan as a result of the Company's achievement of a return on invested capital in excess of the targeted return on invested capital for 2016. The Compensation Committee has reviewed and confirmed the Company's calculation of Return on Invested Capital for 2016 as compared to target and approved the resulting increase in the number of Performance Units, based on the Company's 2016 audited financial statements.
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.
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.
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.
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.
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.
/s/ Paul J. Schulz, Attorney in Fact for Kenneth W. Smith
2017-02-17
EX-24
2
smithkenw.txt
K. SMITH POA
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,
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-