Gibraltar Industries, Inc. (ROCK) Earnings Call Transcript & Summary

Good morning. Welcome to the 2021 Annual Stockholders Meeting of Gibraltar Industries, Inc. My name is Bill Montague, and I'm Chairman of the Board of Directors. Thank you all for joining us today. In light of the pandemic and as a precaution to support, sustain the health and well-being of our stockholders, employees and Board members, we're having this annual meeting virtually. We will conduct the business portion of our meeting first then respond to questions germane to the annual meeting at the end. Though we may not be able to answer every question, we will do our best to provide responses to as many as possible. Now shortly after 11 a.m. Eastern Time on May 5, 2021, this meeting is officially called to order. Now I would like to introduce the other members of the Board attending today's virtual annual meeting: Bill Bosway, company's Chief Executive Officer and has served as a director since 2019; Mark Barberio, who has served as a director since 2018; Craig Hindman, who has served as a director since 2014; Gwen Mizell, who was appointed as a director this past February; Linda Myers, who has served as a director since February 2020; James Nish, who has served as a director since 2015; Atlee Valentine Pope, who has served as a director since February 2020; and Manish Shah, who has been appointed a director this past February. We are also joined today by Ernst & Young, our independent auditors. James Belliveau will be available during the question-and-answer session of the meeting to respond to any appropriate questions. Also available during the question-and-answer session of the meeting will be Bill Bosway, our CEO; and Tim Murphy, the company's CFO. Further to the authority vested in the Board Chair, I hereby appoint Cindy Casillo and Lori Rizzo as inspectors of election. Inspectors of election are in attendance today and have taken oath of office of election earlier today. At this time, the polls are open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action. It's my pleasure to introduce Gibraltar Industries Secretary, Jeff Watorek. Jeff will act as secretary of the meeting.

Thank you, Bill. After the presentation of election results, we will provide time for questions germane to the annual meeting. Please note that this meeting is being recorded. The Board of Directors fixed March 19, 2021, as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that on or about April 2, 2021, a copy of the notice of this Annual Meeting of Stockholders and related proxy materials were mailed to each of the stockholders of record and will be incorporated into the minutes of this meeting. The stockholders list certified by American Stock Transfer, the transfer agent and registrar for the company's stock, shows that as of the close of business on the record date, there were 32,629,232 shares of common stock outstanding and entitled to vote this meeting. We are informed by the inspectors of election that there are represented in person or by proxy shares of common stock representing 30,944,848 votes or 95% of the voting power on the record date. Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for purposes of transacting business. Now I will present the matters to be voted upon. Please note that we will give stockholders an opportunity to comment on the proposals themselves after all proposals have been presented. Proposal 1 is the election of directors. The Board has nominated Mark Barberio, Bill Bosway, Craig Hindman, Gwen Mizell, Bill Montague, Linda Myers, Jim Nish, Atlee Valentine Pope and Manish Shah for election as directors to hold office until the 2022 Annual Meeting of Stockholders or until their successors are duly elected and qualified. Proposal 2 is the vote to approve an amendment to the Certificate of Incorporation of Gibraltar to increase the number of authorized shares of common stock from 50 million to 100 million and to correspondingly increase the total of authorized shares of stock from 60 million to 110 million as described in the proxy. Proposal 3 is the advisory vote to approve the compensation of our named executive officers as described in the proxy statement. This vote, which is often called a Say-on-Pay vote, is a nonbinding vote although the Comp Committee will certainly take the results of the vote into account when making future compensation decisions. Proposal 4, the final proposal, is the ratification of the selection of Ernst & Young as the independent registered public accounting firm for the company for fiscal year ending December 31, 2021. If any stockholder would like to make a comment regarding any of the proposals, please submit your comments through the web portal.

Okay. There being no comments, now that everyone has had an opportunity to vote, I now declare the polls for the 2021 Gibraltar Industries Annual Stockholder Meeting closed. Jeff, do we have voting results?

We do. We have been informed by the inspectors of elections that the vote report shows that the nominees for elections to the Board have been duly elected. The vote to approve the amendment to the Certificate of Incorporation was approved by the majority vote. The advisory vote on executive compensation or the Say-on-Pay vote was approved by a majority vote, and the selection of Ernst & Young as the independent registered public accounting firm was ratified by a majority vote. The company will be reporting the final vote results in a Form 8-K to be filed within 4 business days. This concludes the business for which the meeting has been called.

Thanks, Jeff. Now we'd like to open things up for stockholder questions that are being entered today on the web portal. Please note we will attempt to answer as many questions as time allows.

Bill, there hasn't been any questions submitted on the portal.

Okay. Therefore, the answer session has ended. I'd like to thank our shareholders for their continued support and acknowledge the dedication and hard work being done by my fellow directors, the officers of the company and all of Gibraltar employees. There being no further business to come before the meeting, the 2021 Annual Meeting of Stockholders of Gibraltar Industries, Inc. is now adjourned.