Business Context and Reporting Period
This Form 8-K Current Report is filed by Apogee Enterprises, Inc. (APOG) on June 21, 2023. The filing primarily reports on corporate governance matters, including the results of the Annual Meeting of Shareholders held on June 21, 2023, and the execution of new executive compensation agreements.
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 corporate actions and shareholder voting results.
Material Changes and Corporate Actions
Executive Compensation Agreements
- Change-in-Control Agreement: On June 22, 2023, the Company entered into a "double trigger" Change in Control Agreement with Matthew J. Osberg, Executive Vice President and Chief Financial Officer.
- Triggers: Benefits apply if a change in control occurs followed by termination without "cause" or voluntary termination for "good reason" within two years.
- Benefits: Severance equal to two times annual salary and target cash bonus; immediate vesting of unvested options and restricted stock; 24 months of medical/dental coverage.
- Conditions: Requires execution of a release of claims and includes a "best-net-benefit" provision regarding excise taxes.
- Restrictions: Includes non-solicitation and non-competition covenants for 24 months post-termination.
- Deferred Incentive Compensation Plan Amendment: The Board adopted the Fifth Amendment to the Deferred Incentive Compensation Plan (2005 Restatement).
- Allows participants to modify the form of payment for Deferred Compensation Accounts.
- Modifications must be submitted 12 months prior to the original payment date and cannot accelerate payments (except in case of death).
Annual Meeting of Shareholders Results
The following proposals were voted upon and approved at the Annual Meeting held on June 21, 2023:
- Election of Class I Directors: Lloyd E. Johnson, Donald A. Nolan, and Patricia K. Wagner were re-elected for three-year terms.
- Executive Compensation (Say-on-Pay): Approved by shareholders.
- Frequency of Say-on-Pay Vote: Shareholders selected a frequency of one year.
- Ratification of Auditors: Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending March 2, 2024.
Guidance, Outlook, and Risks
The filing does not provide updated financial guidance, management commentary on business outlook, or specific risk factors beyond the standard terms of the executive agreements. The Change in Control Agreement notes that benefits are contingent upon the execution of a release of claims.
Investor Verification Checklist
- Verify the specific terms of the "Change in Control Agreement" by reviewing Exhibit 10.1 attached to this filing.
- Review the Fifth Amendment to the Deferred Incentive Compensation Plan (Exhibit 10.2) for details on payment modification rules.
- Confirm the exact vote counts for director elections and the Say-on-Pay frequency in the Proxy Statement filed on May 12, 2023, referenced in Item 5.07.
- Note that this filing contains no financial performance data; refer to the most recent Form 10-Q or 10-K for financial metrics.