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Initiated a performance-based equity compensation program for our Named Executive Officers during 2009 coupled with a reduction in time-based equity compensation to increase the amount of executive compensation “at-risk” to approximately 47% in 2011 from 29% in 2008. This performance-based equity compensation program significantly shifted the ratio of performance based, at risk compensation to fixed compensation in our compensation program which already included an annual performance-based incentive compensation plan and deferred compensation program denominated in restricted stock units. The combination of these three performance based programs places a substantial portion of our Named Executive Officers’ compensation “at-risk”.

Acknowledging the challenges facing the Company and the markets it serves, our Chief Executive Officer voluntarily surrendered 75% of his time-based 2010 restricted stock unit grant with a grant date fair value of $885,000. At no time in the future will there be a grant of awards or cash payout to replace these voluntarily surrendered awards.

Responding to the difficult financial conditions facing the Company, during 2009 our Chief Executive Officer and Chief Operating Officer voluntarily reduced their base salary by 10%. At no time in the future will additional compensation be substituted for the voluntary reduction of the executive officers’ salaries.

Renegotiated the change in control agreements with our Chief Executive Officer and Chief Operating Officer in 2011 to remove the single trigger payment provisions and implement double trigger payment provisions.

Committed to refrain from entering into any new employment or other agreements or materially amend existing employment or other agreements that provide for excise tax gross-ups, an action also taken during 2011.

Amended our Corporate Governance Guidelines to institute a Clawback Policy related to incentive based compensation for our executive officers in 2012.

Amended our Executive Stock Ownership Policy to require the Chief Executive Officer to hold shares of Company common stock having a value equal to or greater than 300% of the Chief Executive Officer’s base salary. It should be noted that our CEO owns approximately 5% of the Company’s outstanding stock which links his interests directly to all stockholders.

Adopted a majority vote standard in the election of directors which contains a director resignation policy and a “carve-out” to provide for plurality voting in the event of a contested director election.

Appointed a Lead Independent Director who chairs all Board meetings in the absence of the Chairman, chairs all executive sessions of the Board’s independent members, and acts as principal liaison between the independent members of the Board and the Chairman and Chief Executive Officer of the Company.

Amended our By-laws to provide stockholders with the right to call special meetings and have proposed an Amendment to our Certificate of Incorporation to allow stockholders to act by written consent in 2012.

Increased net sales by 20% to $767 million in 2011 compared to $637 million in 2010. Two acquisitions completed during 2011 contributed to 11% of the growth in net sales. Organic growth of our business accounted for the remaining 9% increase.

Improved our operating margin to 5% for the year ended December 31, 2011 compared to -11% in the previous year. Our improved profitability was a result of leveraging higher net sales against our reduced cost structure and not recognizing intangible asset impairment charges in 2011.

Improved our days of working capital to 63 days during 2011 compared to 76 days in 2009. Our investment in enterprise resource planning systems and commitment to restructuring the business allowed us to sustain our improved results from management of working capital.

Reduced working capital investment and improved operating results allowed us to increase our liquidity, consisting of $54 million of cash and $116 million of availability under our revolving credit facility, to $170 million as of December 31, 2011, an increase of 16% from $147 million at the end of 2010.

Generated $47 million and $247 million of operating cash flows during 2011 and the three year period ended December 31, 2011, or 6% and 12% of net sales, respectively, despite housing starts approximating 580,000 units during this three year period compared to historical averages approximating 1.5 million. Housing starts are only one economic indicator for the markets we serve, but our other markets, including residential repair and remodel, non-residential construction, and industrial, experienced similar challenges during 2011.

Continued to restructure our operations including consolidating an additional three facilities in 2011 and 15 facilities over the past three years. We reduced our number of facilities to 41 at the end of 2011. Although we have significantly decreased the number of facilities we operate over the past few years, we have not decreased our production capacity or ability to deliver our products to our customers. Our restructured operations will continue to benefit our future operating results as we incur fewer operating expenses.

First, the Glass Lewis analysis notes that “the Company paid more than its peers, but performed worse than its peers”, again failing to disclose who it considers as our peers. Based on the following analysis, Gibraltar has outperformed a representative group of peer companies that an investor might consider when examining a potential investment in small cap building products manufacturers. The peer group we used in our analysis includes Ameresco, Inc., American Wookmark Corporation, Apogee Enterprises, Inc., Builders FirstSource, Inc., NCI Building Systems, Inc., Quanex Building Products Corporation, and Universal Forest Products, Inc. These peer companies were selected using our GICS code and relative company size (determined by analysis of market capitalization, revenue, and assets as compared to Gibraltar). We believe this is an objective method to determining a peer group and appropriately compares Gibraltar to other businesses that are facing similar difficult market conditions.

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Second, it assumes that “grant date fair value” is an appropriate measure of compensation actually paid. This, however, is not an appropriate measure in our case because a significant portion of our executives’ long-term incentive awards are in the form of performance stock units (“PSUs”) which were to be paid only if Gibraltar achieves a sufficient level of total shareholder return (“TSR”) compared to a group of building products companies. As illustrated on page 22 of Gibraltar’s April 2012 Definitive Proxy Statement, the resulting payout for the 2009-2011 PSU awards was only 67% of the target award value on the grant date. The Glass Lewis pay for performance model completely disregards this direct and significant correlation between pay and performance that our long-term incentive compensation program is designed to achieve.

Finally, Glass Lewis has not properly considered that Gibraltar does not provide its executives any formal retirement plans beyond a standard 401(k) Plan, retirement shares issued to the executive team, and a modest salary continuation plan provided to our Chief Executive Officer totaling less than 5% of his annual compensation. Many other companies provide their executives with supplemental executive retirement plans, defined benefit pension plans, and other common retirement benefits. These compensation benefits are excluded from total compensation in the Glass Lewis pay for performance model. We believe this treatment is unreasonable and results in unfavorable comparisons for companies like Gibraltar which do not provide significant retirement benefits to its Named Executive Officers. It is our belief that our executive compensation plan largely provides opportunities for our Named Executive Officers to plan for their retirement needs without adding an additional burden on our stockholders.