Business Context and Reporting Period
This Form 8-K Current Report was filed by Apogee Enterprises, Inc. on February 27, 2009. The filing details corporate governance actions taken by the Board of Directors on the same date regarding executive and director compensation plans, as well as changes to director cash fees effective March 1, 2009.
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 amendments to compensation arrangements.
Material Changes Versus Prior Period
The Board of Directors approved several material changes to compensation structures:
- Deferred Incentive Compensation Plan: Eliminated "above-market" interest payments for deferrals made after calendar year 2009.
- Employee Stock Purchase Plan: Eliminated participation by non-employee directors.
- Partnership Plan: Reduced the number of shares available for issuance to cover only the vesting of previously issued restricted stock and dividend reinvestments.
- Non-Employee Director Cash Fees: Simplified the program by eliminating per-meeting fees effective March 1, 2009. Directors will now receive only annual retainers.
- Director Benefits: Eliminated eligibility for non-employee directors in medical and dental programs effective January 1, 2010.
- Director Deferred Compensation: Eliminated the 10% company match on deferrals made after calendar year 2009.
Guidance, Outlook, and Management Commentary
Management stated that the changes to director cash fees and compensation plans were approved to simplify the compensation program and align with current best practices. The filing does not provide financial guidance, outlook, or discuss specific risks and contingencies beyond the structural changes to compensation.
Director Cash Compensation Changes (Fiscal 2009 vs. 2010)
| Role | Fiscal 2009 Retainer | Fiscal 2010 Retainer | Meeting Fees (2009) | Meeting Fees (2010) |
|---|---|---|---|---|
| Board Member | $28,000 | $40,000 | $1,500 | Eliminated |
| Lead Director | $12,500 | $12,000 | N/A | N/A |
| Audit Committee Chair | $8,000 | $30,000 | $2,500 | Eliminated |
| Audit Committee Member | — | $15,000 | $1,500 | Eliminated |
| Compensation Committee Chair | $4,000 | $20,000 | $2,500 | Eliminated |
| Compensation Committee Member | — | $10,000 | $1,500 | Eliminated |
| Nominating/Governance Chair | $4,000 | $10,000 | $1,500 | Eliminated |
| Nominating/Governance Member | — | $5,000 | $1,500 | Eliminated |
| Finance/Risk Chair | $4,000 | $20,000 | $2,500 | Eliminated |
| Finance/Risk Member | — | $10,000 | $1,500 | Eliminated |
Important Facts for Investors to Verify
- Confirm the total annual cost impact of the new director retainer structure versus the previous fee-based model.
- Verify the specific terms of the "above-market" interest elimination in the Deferred Incentive Compensation Plan.
- Review the attached plan amendments (Exhibits 10.3, 10.5, 10.8, and 10.10) for detailed legal language regarding the changes.
- Note that non-employee directors will lose medical and dental coverage eligibility starting January 1, 2010.