Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 1, 2018, the Company's Board of Directors elected Mark G. Barberio, age
56, as a member of the Board of Directors and as a member of the Audit Committee
of the Board, effective immediately.
As a member of the Company's Board of Directors, Mr. Barberio is entitled to an
annualized cash retainer equal to $55,000 and an annualized grant of shares of
the Company's common stock having an aggregate value of $75,000. In addition, as
a member of the Audit Committee, Mr. Barberio is entitled to an annualized cash
retainer of $10,000. Pursuant to the terms of the Company's Management Stock
Purchase Plan, Mr. Barberio has the right to defer his receipt of his cash
retainers and any such cash deferral will be used to acquire restricted stock
units which will be payable to Mr. Barberio in cash following the termination of
his Board service. In addition, pursuant to the terms of the Company's
Non-Employee Director Stock Plan, Mr. Barberio has the right to defer the
receipt of the shares of the Company's common stock which he is entitled to
On June 6, 2018, Gibraltar issued a press release announcing the appointment of
Item 8.01 Other Events
Effective June 1, 2018, in connection with the appointment of Mark G. Barberio
as a member of the Audit Committee of the Company's Board of Directors, Mr.
Vinod Khilnani, a member of the Company's Board of Directors, resigned from his
position as a member of the Company's Audit Committee.
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