UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 13, 2013 (August 12, 2013)
GIBRALTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-22462 | 16-1445150 | ||
| (State or other jurisdiction of incorporation ) |
(Commission File Number) |
(IRS Employer Identification No.) |
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
(Address of principal executive offices) (Zip Code)
(716) 826-6500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 12, 2013, Henning N. Kornbrekke the President and Chief Operating Officer of Gibraltar Industries, Inc. (“Company”) advised the Company that he intends to retire from the Company effective December 31, 2013. Mr. Kornbrekke also confirmed to the Company that his retirement is solely due to personal reasons and not as a result of any disagreement with the Company.
Gibraltar has retained Korn/Ferry International to assist the board of directors in its search for a replacement.
Kornbrekke has served as Gibraltar’s president and chief operating officer since 2004, after joining the Company as president of its Building Products Group in 2002.
Item 8.01 Other Events
On August 12, 2013, the Company issued a press release, a copy of which is furnished herewith as Exhibit 99.1 and in incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits: |
| Exhibit |
Description | |
| 99.1 | Press Release issued by Gibraltar Industries, Inc. on August 12, 2013 | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GIBRALTAR INDUSTRIES, INC. | ||||
| Date: August 13, 2013 | ||||
| By: | /s/ Paul M. Murray | |||
| Paul M. Murray | ||||
| Senior Vice President of Human Resources and Organizational Development | ||||
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Exhibit 99.1
Gibraltar Industries Announces Planned Retirement of President and COO Henning Kornbrekke at Year-End 2013
Buffalo, New York, August 12, 2013 – Gibraltar Industries, Inc. (Nasdaq: ROCK), today announced that President and Chief Operating Officer Henning Kornbrekke will retire from the company at the end of 2013. Gibraltar has retained Korn/Ferry International to assist the board of directors in its search for a replacement.
Kornbrekke has served as Gibraltar’s president and chief operating officer since 2004, after joining the company as president of its Building Products Group in 2002.
“Henning Kornbrekke has done an outstanding job as Gibraltar’s President and COO and has been a trusted confidant to me and a friend as well during the past twelve years,” said Brian J. Lipke, Chairman and Chief Executive Officer. “His dedication and loyalty to the company during both the good times and challenging times are greatly appreciated. Henning’s years of service to Gibraltar leave a solid foundation along with a metrics-driven operational structure to build upon. We wish him good health and happiness during a richly deserved retirement.”
“I will look back at my 12 years with Gibraltar with a deep sense of satisfaction,” Kornbrekke said. “Not only have I had the honor to get to know and work with an extraordinarily talented and dedicated team, but I believe that working together we have put the company in a solid position to continue its tradition of growth, evolution and shareholder value creation. I look forward to continuing to work with my fellow team members in the upcoming months as we strive to position Gibraltar for profitable growth.”
About Gibraltar
Gibraltar Industries is a leading manufacturer and distributor of building products, focused on residential and low-rise commercial building markets, as well as industrial and infrastructure markets. The Company generates more than 80% of its sales from products that hold leading positions in their markets, and serves customers across North America and Europe. Gibraltar’s strategy is to grow organically by expanding its product portfolio and penetration of existing customer accounts, while broadening its market and geographic coverage through the acquisition of companies with leadership positions in adjacent product categories. Comprehensive information about Gibraltar can be found on its website at http://www.gibraltar1.com.
Safe Harbor Statement
Information contained in this news release, other than historical information, contains forward-looking statements and is subject to a number of risk factors, uncertainties, and assumptions. Risk factors that could affect these statements include, but are not limited to, the following: the availability of raw materials and the effects of changing raw material prices on the Company’s results of operations; energy prices and usage; changing demand for the Company’s products and services; changes in the liquidity of the capital and credit markets; risks associated with the integration of acquisitions; and changes in interest and tax rates. In addition, such forward-looking statements could also be affected by general industry and market conditions, as well as general economic and political conditions. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law or regulation.
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