0001225208-12-008632.txt : 20120402 0001225208-12-008632.hdr.sgml : 20120402 20120402154533 ACCESSION NUMBER: 0001225208-12-008632 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120330 FILED AS OF DATE: 20120402 DATE AS OF CHANGE: 20120402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LIPKE BRIAN J CENTRAL INDEX KEY: 0000942075 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22462 FILM NUMBER: 12733171 MAIL ADDRESS: STREET 1: 3556 LAKE SHORE RD STREET 2: P O BOX 2028 CITY: BUFFALO STATE: NY ZIP: 14219-0228 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 4 1 doc4.xml X0305 4 2012-03-30 0000912562 GIBRALTAR INDUSTRIES, INC. ROCK 0000942075 LIPKE BRIAN J 75 ELMVIEW AVENUE HAMBURG NY 14075 1 1 Chairman and CEO Common Stock 2012-03-30 4 G 0 650.0000 0.0000 D 202035.0000 D Restricted Stock Unit (LTIP 01/03/2011 46238.0000 D Restricted Stock Unit (LTIP 01/05/2009) 16452.0000 D Restricted Stock Unit (Retirement Supplement) 150000.0000 D Common Stock 896040.0000 I Bonneville Trust Common Stock 9650.0000 I By Children Common Stock 9407.0000 I Carlisle Lipke-Ricci Trust Common Stock 8909.0000 I Elissa Kristina Lipke Trust Common Stock 1275.0000 I Eric R. Lipke C/F Elissa Lipke UTMA Common Stock 1275.0000 I Eric R. Lipke C/F Katherine V. Lipke UTMA Common Stock 5235.4700 I Gibraltar Industries, Inc. 401(k) Savings Plan Common Stock 2077.0000 I Jonathan Solomon UGMANY Trust Common Stock 10507.0000 I Katherine Victoria Lipke Trust Common Stock 5220.0000 I Katherine Victoria Lipke UGMANY Trust Common Stock 91320.0000 I Ken Lipke Trust No. 2 (BJL subtrust) Common Stock 45000.0000 I Ken Lipke Trust No. 2 (MAL subtrust) Common Stock 2100.0000 I Minor Children Common Stock 146900.0000 I Rush Creek Common Stock 28267.0000 I Testamentary Trust Performance Units Common Stock 57955.0000 57955.0000 D Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on January 3, 2012 and on each January 3rd thereafter through January 3, 2015. Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on each anniversary of the January 5, 2009 award date. Represents restricted stock units awarded as a supplemental retirement benefit that vest and are payable solely in common stock of the Company upon the Reporting Person's retirement at or after age sixty (60). Represents shares of common stock held by a trust for the benefit of Reporting Person of which he serves as one of three trustees and shares voting and investment power. Represents shares of common stock held by each of Reporting Person's two children who reside in Reporting Person's household. Represents shares of common stock held by a trust for the benefit of a child (Carlisle Lipke-Ricci) of one of Reporting Person's siblings, of which the Reporting Person serves as one of four trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership. Represents shares of common stock held by a trust for the benefit of a child of the Reporting Person (Elissa Kristina). Represents shares of common stock held in trust under the New York Uniform Transfers to Minors Act for the benefit of Reporting Person's child of which Reporting Person's sibling is custodian and as to which shares Reporting Person disclaims beneficial ownership. Represents the number of units held by the reporting person in the unitized stock fund of the Company's 401(k) Savings Plan. The unitized stock fund consists of stock of the Company and cash and other short term investments. The number of shares of stock represented by each unit fluctuates depending on the ratio of the number of shares of stock of the Company in the fund to other investments. The number of shares represented by each unit cannot be precisely determined. Represents shares of common stock held in trust under the New York Uniform Gift to Minors Act for the benefit of the husband of the Reporting Person's niece of which Reporting Person is custodian and as to which shares Reporting Person disclaims beneficial ownership (Jonathan Solomon). Represents shares of common stock held by a trust for the benefit of a child of the Reporting Person (Katherine Victoria). Represents shares of common stock held in trust under the New York Uniform Gift to Minors Act for the benefit of a child of the Reporting Person. Represents shares of common stock held by a trust for the benefit of Reporting Person of which the Reporting Person serves as one of five trustees and shares voting and investment power. Represents shares of common stock held by a trust for one of Reporting Person's siblings, of which the Reporting Person serves as one of five trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership. Represents shares of common stock held by each of Reporting Person's two minor children who reside in Reporting Person's household. Represents shares of common stock of the Company owned by Rush Creek Investment Company, L.P. and held in trust for the benefit of Reporting Person. The Reporting Person disclaims beneficial ownership of shares owned by the trust and held for the benefit of the siblings of Reporting Person. Represents shares of common stock held by a trust created under the Last Will and Testament of Kenneth E. Lipke for the benefit of the mother of Reporting Person as to which trust Reporting Person serves as one of three trustees and shares voting and investment power and as to which shares he disclaims beneficial ownership. Represents Performance Units which will be awarded to the Reporting Person under the Company's Equity Stock Incentive Plan upon achievement of the targeted total shareholder return for a designated performance period. 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 period ending December 31, 2014 or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before December 31, 2014 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, 2014 or, if applicable, death, disability or retirement. lipkebjv2.htm /s/Paul J. Schulz, Attorney in Fact for Brian J. Lipke 2012-04-02 EX-24 2 lipkebjv2.htm ARTHUR A


BRIAN J. LIPKE

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, each 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 Steel Corporation, 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 ____ day of December, 2005.



___________________________________

Brian J. Lipke



STATE OF NEW YORK

SS:

COUNTY OF __________


On the ____ day of December in the year 2005, before me, the undersigned, a notary public in and for said state, personally appeared Brian J. Lipke, 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.



_____________________________

Notary Public