Business Context and Reporting Period
This Form 8-K Current Report was filed by Apogee Enterprises, Inc. on October 12, 2005. The filing discloses the appointment of James S. Porter as the Company's permanent Chief Financial Officer (CFO), effective October 12, 2005, following his service as interim CFO since July 2005.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and employment terms.
- Annual Salary: $290,000 (prorated from July 12, 2005).
- Target Cash Bonus: 37.5% of base salary (maximum potential 56.25% for fiscal year 2006).
- Equity Grant: 4,300 restricted shares vesting in full in April 2008.
- Car Allowance: $9,744 per year.
- Other Benefits: Up to $2,000/year for financial counseling, one-time $6,000 estate planning allowance, four weeks vacation, and semi-annual executive physicals.
Material Changes
The primary material change is the transition of James S. Porter from Interim CFO to permanent CFO. Additionally, the filing confirms Mr. Porter is a party to a pre-existing Severance Agreement designed to provide continuity of management in the event of a change in control.
- Severance Terms: In the event of a change in control followed by termination without cause or voluntary termination for "good reason" within two years, Mr. Porter is entitled to a severance payment equal to two times his annual salary plus his targeted annual bonus.
Outlook, Risks, and Management Commentary
Management commentary is limited to the announcement of the appointment and the terms of the employment agreement. The filing notes that Mr. Porter joined the Company in 1997 and has held various finance and planning roles since then. There are no specific risks, contingencies, or forward-looking financial guidance provided in this document.
Investor Verification Checklist
- Verify the vesting schedule and current market value of the 4,300 restricted shares granted to Mr. Porter.
- Review the specific definitions of "change in control" and "good reason" within the referenced Severance Agreement to understand potential future liabilities.
- Confirm the Company's financial performance metrics for fiscal year 2006 to assess the likelihood of the target or maximum bonus payout.
- Check subsequent filings for any changes to the executive compensation structure or the Severance Agreement.