Business Context and Reporting Period
Company: Apogee Enterprises, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 5, 2005
Subject: Entry into Material Definitive Agreements (New Severance Agreements for Executive Officers).
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on executive compensation agreements.
Material Changes
Apogee Enterprises replaced "Old Severance Agreements" (in place since 1999) with "New Severance Agreements" effective January 1, 2005. The Compensation Committee approved these new terms in October 2004 to align with current market standards while maintaining overall consistency with the previous agreements. The primary purpose is to ensure management continuity in the event of a change in control.
Guidance, Outlook, and Management Commentary
Severance Terms: In the event of a change in control followed by termination without cause or voluntary termination for "good reason" within two years:
- Standard Package: Russell Huffer, Michael B. Clauer, William F. Marchido, Patricia A. Beithon, and James S. Porter will receive a severance payment equal to two times their annual salary plus their targeted annual bonus.
- Alternative Package: Gary R. Johnson will receive a severance payment equal to one times his annual salary plus his targeted annual bonus.
Equity Impact: Stock options and partnership plan matches under various plans (1987, 1997, 2002) provide for payment or immediate vesting in the event of a change in control.
Investor Verification Checklist
- Review the attached Exhibit 10.1 for the full text of the New Severance Agreements.
- Verify the specific definitions of "change in control" and "good reason" within the new agreements.
- Confirm the current annual salary and targeted bonus figures for the named executives to calculate potential severance liabilities.
- Check subsequent filings for any amendments to the 1987, 1997, or 2002 Stock Incentive Plans referenced in the filing.