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Item 9A. Controls and Procedures

2022-02-23 compared with 2021-02-25 · 40 added, 36 removed, 152 unchanged (33% of the section changed)

2 unchanged sentences

The Company maintains a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934).

The Company’s Chief Executive Officer and the Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls as of the end of the period covered in this report.

Management of the Company, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls as of the end of the period covered in this report.

Based upon that evaluation and the definition of disclosure controls and procedures contained in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, the Company’s Chief Executive Officer, and Chief Financial Officer have concluded that as of the end of such period the Company’s disclosure controls and procedures were effective.

4 unchanged sentences

Based on the Company’s evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021.

The Company completed five acquisitions in 2020, which were excluded from management's annual report on internal control over financial reporting as of December 31, 2020.

The Company acquired Thermo Energy Systems Inc.

("Thermo") on January 15, 2020, Delta Separations, LLC andTeaching Tech, LLC (collectively, "Delta Separations") on February 13, 2020, Architectural Mailboxes LLC ("Architectural Mailboxes") on October 15, 2020, Sunfig Corporation ("Sunfig") on December 11, 2020, and TerraSmart LLC ("TerraSmart") on December 31, 2020.

The results of these acquired businesses are included in our 2020 consolidated financial statements and collectively constituted $420.1 million and $332.4 million of total and net assets, respectively, as of December 31, 2020 and $82.3 million and $(4.5) million of net sales and net losses, respectively, for the year then ended.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included below in this Item 9A of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as defined by Rule 13a-15(f)) that occurred during the three months ended December 31, 2020 that have materially affected the Company’s internal control over financial reporting.

There have been no changes in the Company’s internal control over financial reporting (as defined by Rule 13a-15(f)) that occurred during the three months ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Gibraltar Industries, Inc.

To the Stockholders and Board of Directors of Gibraltar Industries, Inc.

Opinion on Internal Control Over Financial Reporting

2 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

As indicated in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Thermo Energy Systems Inc.

(“Thermo”), Delta Separations, LLC and Teaching Tech, LLC (collectively “Delta Separations”) , Architectural Mailboxes LLC (“Architectural Mailboxes”), Sunfig Corporation (“Sunfig”), and TerraSmart LLC (“TerraSmart”), which are included in the 2020 consolidated financial statements of the Company and constituted 34.6% and 44.7% of total and net assets, respectively, as of December 31, 2020 and 8.0% and (7.0%) of net income, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Thermo, Delta Separations, Architectural Mailboxes, Sunfig, and TerraSmart.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2020 consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated February 25, 2021 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2021 consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated February 23, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

17 unchanged sentences

February 23, 2022

Other information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers, and Corporate Governance

Information regarding directors and executive officers of the Company, as well as the required disclosures with respect to the Company’s audit committee financial expert, is incorporated herein by reference to the information included in the Company’s 2022 Proxy Statement which will be filed with the Commission within 120 days after the end of the Company’s 2021 fiscal year.

The Company has adopted a Code of Ethics that applies to all of our directors, officers, employees and representatives.

The Company has adopted a Code of Ethics that applies to all of our directors, officers, employees and representatives, including our Chief Executive Officer and Chief Financial Officer.

The complete text of this Code of Ethics is available in the corporate governance section of our website at www.gibraltar1.com.

The Company does not intend to incorporate the contents of our website into this Annual Report on Form 10-K.

The Company intends to disclose future amendments to certain provisions of our Code of Ethics, or waivers of such provisions, applicable to our Chief Executive Officer and Chief Financial Officer on our website identified above.

Executive Compensation

3 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

Information regarding certain relationships and related transactions is incorporated herein by reference to the information included in the Company’s 2021 Proxy Statement which will be filed with the Commission within 120 days after the end of the Company’s 2020 fiscal year.

Principal Accounting Fees and Services

Information regarding certain relationships and related transactions and director independence is incorporated herein by reference to the information included in the Company’s 2022 Proxy Statement which will be filed with the Commission within 120 days after the end of the Company’s 2021 fiscal year.

Principal Accountant Fees and Services

Information regarding principal accounting fees and services is incorporated herein by reference to the information included in the Company’s 2022 Proxy Statement which will be filed with the Commission within 120 days after the end of the Company’s 2021 fiscal year.

7 unchanged sentences

(v) Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020, and 2019

(vi) Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the Years Ended December 31, 2020, 2019, and 2018

(vi) Consolidated Statements of Stockholders’ Equity and Comprehensive Income for the Years Ended December 31, 2021, 2020, and 2019

(vii) Notes to Consolidated Financial Statements

(2) Financial Statement Schedule:

(i) Quarterly Unaudited Financial Data (included in notes to consolidated financial statements)

Schedules other than those listed above are omitted because they are not required, or because the required information is provided in the consolidated financial statements, including the notes thereto.

All schedules are omitted because they are not required, or because the required information is provided in the consolidated financial statements, including the notes thereto.

(3) Exhibits Required by Item 601 of Regulation S-K:

3 unchanged sentences

The documents listed in the Exhibit Index are filed or furnished with this Annual Report on Form 10-K or incorporated by reference into this Annual Report on Form 10-K.

The financial statement schedule listed in Item 15(a)(2) above is filed with this Annual Report on Form 10-K.

Exhibit Index

Equity Purchase Agreement between Gibraltar Industries, Inc.

through its indirect wholly owned Ohio corporation RBI Solar, Inc.

and TerraSmart, LLC and TerraTrak, LLC dated December 31, 2020 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed January 5, 2021)

Certificate of Incorporation of Gibraltar Industries, Inc., as amended by:

2 unchanged sentences

filed May 11, 2005, (iii) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc.

executed May 22, 2012, and (iv) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc.

executed May 11, 2015

executed May 22, 2012, (iv) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc.

executed May 11, 2015, and (v) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc.

executed May 5, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed August 3, 2021)

Amended and Restated By Laws of Gibraltar Industries, Inc.

63 unchanged sentences

2018 Equity Incentive Plan Form of Award of Restricted Units dated May 4, 2018 (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018 filed February 27, 2019)

Separation Agreement between the Company and Cherri Syvrud (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 2, 2021)

Correspondence dated November 23, 2020 from William T.

Bosway to Elizabeth Jensen (incorporated herein on this Form 10-K by reference)

Subsidiaries of the Registrant

4 unchanged sentences

Certification of Senior Vice President and Chief Financial Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS XBRL Instance Document **

101.SCH XBRL Taxonomy Extension Schema Document**

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document**

101.LAB XBRL Taxonomy Extension Label Linkbase Document **

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document **

101.DEF XBRL Taxonomy Extension Definition Linkbase Document **

101.INS Inline XBRL Instance Document **

101.SCH Inline XBRL Taxonomy Extension Schema Document**

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document**

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document **

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document **

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document **

104 Cover Page Interactive Data File (formated as Inline XBRL and contained in Exhibit 101)

* Document is a management contract or compensatory plan or agreement.

** Submitted electronically with this Annual Report on Form 10-K.

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GIBRALTAR INDUSTRIES, INC.

3 unchanged sentences

February 23, 2022

In accordance with the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/ William T.

Bosway President, Chief Executive Officer (principal executive officer) and Director February 25, 2021

Bosway President, Chief Executive Officer and Chairman of the Board of Directors (principal executive officer) February 23, 2022

/s/ Timothy F.

Murphy Senior Vice President and Chief Financial Officer (principal financial and accounting officer) February 23, 2022

/s/ Atlee Valentine Pope Lead Independent Director February 23, 2022

Atlee Valentine Pope

/s/ William P.

Montague Chairman of the Board February 25, 2021

Montague Director February 23, 2022

Barberio Director February 23, 2022

/s/ Sharon M.

Brady Director February 25, 2021

Hindman Director February 23, 2022

Khilnani Director February 25, 2021

/s/ Gwendolyn G.

Mizell Director February 23, 2022

Myers Director February 23, 2022

Nish Director February 23, 2022

/s/ Atlee Valentine Pope Director February 25, 2021

Atlee Valentine Pope

/s/ Manish H.

Shah Director February 23, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures