Gibraltar amends bylaws, updates stockholder nomination deadlines for 2023 annual meeting

GIBRALTAR INDUSTRIES, INC.

Advance notice period for director nominations changed to 90-120 days before anniversary of prior annual meeting.
Bylaws amended to comply with Rule 14a-19 universal proxy rules, requiring additional disclosures from nominating stockholders.
For 2023 annual meeting, Rule 14a-8 proposals deadline is Dec 2, 2022; advance notice window Jan 4 - Feb 3, 2023.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

GIBRALTAR INDUSTRIES, INC.: The Board adopted the Second Amended and Restated By-Laws, updating stockholder meeting procedures, director nomination and proposal requirements, universal proxy rules, and other governance provisions (effective 2022-12-07).

Change: bylaw amendment
Effective: 2022-12-07

Exact text from the filing

On December 7, 2022, in connection with the effectiveness of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding universal proxy cards ( “Rule 14a-19”), certain changes to the General Corporation Law of the State of Delaware (the “DGCL”) and a review of the Amended and Restated By-Laws of Gibraltar Industries, Inc. (the “Company”), the Company’s board of directors (the “Board”) adopted the Second Amended and Restated By-Laws of the Company (as so amended and restated, the “Second Amended and Restated By-Laws”), effective immediately.

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Source: SEC EDGAR

accession 0000912562-22-000047

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