Apogee Enterprises, Inc. Files Definitive Proxy Statement

Ticker: APOG · Form: DEF 14A · Filed: May 9, 2024 · CIK: 6845

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Corporate Governance, Executive Compensation, Shareholder Meeting

TL;DR

<b>Apogee Enterprises, Inc. has filed its Definitive Proxy Statement for the period ending March 2, 2024.</b>

AI Summary

APOGEE ENTERPRISES, INC. (APOG) filed a Proxy Statement (DEF 14A) with the SEC on May 9, 2024. Apogee Enterprises, Inc. filed a DEF 14A form on May 9, 2024. The filing covers the period ending March 2, 2024. The company's fiscal year ends on March 1st. Apogee Enterprises, Inc. is incorporated in Minnesota. The company's SIC code is 3231 for Glass Products, Made of Purchased Glass.

Why It Matters

For investors and stakeholders tracking APOGEE ENTERPRISES, INC., this filing contains several important signals. This filing provides shareholders with information regarding the company's annual meeting, including proposals to be voted on and executive compensation details. Shareholders can review details on director nominations, executive compensation, and other corporate governance matters.

Risk Assessment

Risk Level: low — APOGEE ENTERPRISES, INC. shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic changes, indicating a low level of immediate risk.

Analyst Insight

Review the proxy statement for details on executive compensation, director elections, and any shareholder proposals to understand the company's governance and strategic direction.

Key Numbers

Key Players & Entities

FAQ

When did APOGEE ENTERPRISES, INC. file this DEF 14A?

APOGEE ENTERPRISES, INC. filed this Proxy Statement (DEF 14A) with the SEC on May 9, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by APOGEE ENTERPRISES, INC. (APOG).

Where can I read the original DEF 14A filing from APOGEE ENTERPRISES, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by APOGEE ENTERPRISES, INC..

What are the key takeaways from APOGEE ENTERPRISES, INC.'s DEF 14A?

APOGEE ENTERPRISES, INC. filed this DEF 14A on May 9, 2024. Key takeaways: Apogee Enterprises, Inc. filed a DEF 14A form on May 9, 2024.. The filing covers the period ending March 2, 2024.. The company's fiscal year ends on March 1st..

Is APOGEE ENTERPRISES, INC. a risky investment based on this filing?

Based on this DEF 14A, APOGEE ENTERPRISES, INC. presents a relatively low-risk profile. The filing is a routine proxy statement (DEF 14A) and does not contain new financial performance data or significant strategic changes, indicating a low level of immediate risk.

What should investors do after reading APOGEE ENTERPRISES, INC.'s DEF 14A?

Review the proxy statement for details on executive compensation, director elections, and any shareholder proposals to understand the company's governance and strategic direction. The overall sentiment from this filing is neutral.

How does APOGEE ENTERPRISES, INC. compare to its industry peers?

Apogee Enterprises operates in the glass products manufacturing industry.

Are there regulatory concerns for APOGEE ENTERPRISES, INC.?

The filing is a standard DEF 14A, indicating compliance with SEC regulations for proxy solicitations.

Industry Context

Apogee Enterprises operates in the glass products manufacturing industry.

Regulatory Implications

The filing is a standard DEF 14A, indicating compliance with SEC regulations for proxy solicitations.

What Investors Should Do

  1. Review the proposals to be voted on at the shareholder meeting.
  2. Analyze executive compensation packages and any changes.
  3. Examine director nominations and qualifications.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure and does not represent a change from previous filings of the same type.

Filing Stats: 4,563 words · 18 min read · ~15 pages · Grade level 11.4 · Accepted 2024-05-09 11:53:14

Key Financial Figures

Filing Documents

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 9

Security Ownership of Directors and Management

Security Ownership of Directors and Management 10 Delinquent Section 16(a) Reports 1 2 Proposal 1: Election of Directors 13 Corporate Governance 21 Corporate Governance Resources 21 Code of Business Ethics and Conduct 21 Corporate Governance Guidelines 21 Communications with Our Board of Directors 21 Director Independence 22 Board Leadership Structure 22 Criteria for Membership on Our Board of Directors 22 Director Time Commitment and Other Board Service 2 2 Procedure for Evaluating Director Nominees 22 Board Diversity Matrix 23 Board Refreshment and Retirement Policy 23 Stock Ownership Guidelines for Non-Employee Directors 23 Board Meetings and 2023 Annual Meeting of Shareholders 23 Board Committee Responsibilities, Meetings and Membership 24 Risk Oversight by Our Board of Directors 26 Sustainability and Human Capital 27 Certain Relationships and Related Transactions 29 Non-Employee Director Compensation 30 Non-Employee Director Compensation Arrangements During Fiscal 2024 30 Annual Equity Awards 30 Director Deferred Compensation Arrangements 31 Charitable Matching Contributions Program for Non-Employee Directors 31 Fiscal 2024 Non-Employee Director Compensation Table 32

Executive Compensation

Executive Compensation 34 Compensation Committee Report 34 Compensation Discussion and Analysis 35 Executive Stock Ownership Guidelines 54 Anti-Hedging and Anti-Pledging Policies 54 Clawback Policy 54 Tax Considerations 54 Compensation Risk Analysis 55 Summary Compensation Table 56 Grants of Plan-Based Awards 58 Outstanding Equity Awards at Fiscal Year-End 60 Option Exercises and Stock Vested 64 Non-Qualified Deferred Compensation 64 Potential Payments Upon Termination or Following a Change-in-Control 66 Payments Made Upon Termination Without Cause or For Good Reason 67 CEO Pay Ratio Disclosure 72 Pay Versus Performance 73 ii Proposal 2: Advisory Approval of Apogee's Executive Compensation 77 Proposal 3: Approval of the Apogee Enterprises, Inc. 2019 Non-Employee Director Stock Plan, as Amended and Restated (2024) to Increase the Number of Shares Authorized for Awards from 150,000 to 300,000 79 Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm 86 Audit Committee Report 87 Fees Paid to Independent Registered Public Accounting Firm 88 Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees 88 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services 88 Frequently Asked Questions 89 Who is entitled to vote at the meeting? 89 What are my voting rights? 89 How many shares must be present to hold the meeting? 89 How can I attend the meeting? 89 What am I voting on, what vote is required to approve each proposal and how does the Board recommend I vote? 90 How can I ask questions during the Annual Meeting? 91 How do I cast my vote? 91 How do I vote if my shares are held in the Employee Stock Purchase Plan or other plans of Apogee? 91 What does it mean if I receive more than one proxy card? 92 Who will count the vote? 92 What if I do not specify how I want my shares voted? 92 Can I change my vote afte

Executive Compensation Program

Executive Compensation Program Our compensation programs are designed to attract, motivate and retain executive talent to achieve success in both the short- and long-term for our Company; pay for sustainable performance in an ever-changing environment; and align the interests of our executive officers with our shareholders. We continue to refine our executive compensation program to reflect changes in our business strategy and evolving executive compensation practices.

Executive Compensation Highlights

Executive Compensation Highlights We seek alignment of pay and performance each year. A significant portion of our compensation program is performance-based through the use of short- and long-term incentive plans that have multiple financial performance metrics. We annually disclose Company performance against the established performance metrics for our annual cash incentive in our proxy statement. Our long-term incentive compensation program consists of annual restricted stock awards that vest over three years and annual performance awards with overlapping three-year performance periods that vest at the end of the performance period based on our three-year average adjusted return on invested capital ("Adjusted ROIC") over the period and that settle 50% in shares and 50% in cash. (Adjusted ROIC is a non-GAAP measure. See discussion of non-GAAP financial measures on page 37 .) We deliver a significant portion of potential total compensation to our executive officers in the form of equity. We have stock ownership guidelines for our Chief Executive Officer that require an ownership level of five times their annual base salary, three times their annual salary for our Chief Financial Officer, two times their annual salaries for corporate executive officers and segment presidents, including Messrs. Longman, Dobler and Jewell, and one times their annual salaries for other corporate executives, including Mr. Augdahl. Messrs. Silberhorn, Longman, Dobler, Jewell and Augdahl achieved the required ownership levels within the required grace period. Mr. Osberg is on pace to achieve his ownership level requirement within the five-year period. We have "clawback" policies that we amended in 2023 to comply with the incentive compensation recovery rules adopted by the SEC and Nasdaq. We have a clawback policy that provides for similar recoupment rights from participants in our executive compensation program. We have a hedging policy that prohibits all employees and directors fr

Business

Business Operations Strategy Development and Execution Portfolio Management / Mergers and Acquisitions Financial Management Enterprise Risk Management Construction and Building Products Experience Public Company Board Experience (other than Apogee) Cybersecurity Tenure (years) 4 4 6 4 10 6 5 3 8 7 Active Shareholder Engagement Program Shareholder engagement is a key part of our commitment to good governance. We regularly engage with our shareholders to discuss our business and to gain insights on the issues that are most important to them. In fiscal 2024, we continued our shareholder engagement practices, utilizing a combination of in-person and virtual meeting formats to stay connected with our shareholders. During fiscal 2024, members of our management team participated in several virtual and in-person investor conferences and met with investors in numerous other virtual meetings and conference calls. The feedback from our engagement with investors is regularly shared with our Board of Directors. Cautionary statement of forward-looking information This Proxy Statement contains certain statements regarding our strategic plan and our environmental, social and governance ("ESG") and sustainability initiatives, including goals and commitments. Such statements are not guarantees or promises that such goals or commitments will be met, and they will continue to evolve and develop. Strategic, ESG, sustainability initiatives and other statements contained in this Proxy Statement may constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act, including statements about our future financial performance, business and initiatives, which may evolve over time. We use words such as "aims," "anticipates," "believes," "commits," "expects," "intends," "plans," "strives," "will," and similar expressions to identify forward-looking statements. Forward-looking statements reflect management's current expectat

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners The following table sets forth information concerning beneficial ownership of our common stock outstanding as of April 22, 2024, by persons known to us to own more than 5% of our common stock. Unless otherwise indicated, the named holders have sole voting and investment power with respect to the shares beneficially owned by them. As of April 22, 2024, there were 22,130,207 shares of common stock outstanding. Name and Address of Beneficial Owner Amount and Nature of Beneficial Percent of Class (%) BlackRock, Inc. 55 East 52nd Street New York, NY 10055 4,157,007 (1) 18.78 The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355 3,097,343 (2) 14.00 Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746 1,299,136 (3) 5.87 Victory Capital Management Inc. 4900 Tiedeman Rd, 4th Floor Brooklyn, OH 44144 1,141,762 (4) 5.16 ___________________________ (1) We have relied upon the information provided by BlackRock, Inc. ("BlackRock") in a Schedule 13G/A filed on January 19, 2024, and reporting information as of December 31, 2023. The Schedule 13G/A was filed by BlackRock in its capacity as a parent holding company or control person and indicates that BlackRock has sole investment power over 4,157,007 shares and sole voting power over 4,094,552 shares. BlackRock Fund Advisors, a subsidiary of BlackRock, beneficially owns 5% or greater of the outstanding shares of the security class reported on the Schedule 13G/A. (2) We have relied upon the information provided by The Vanguard Group, Inc., an investment advisor ("Vanguard"), in a Schedule 13G/A filed on February 13, 2024, and reporting information as of December 29, 2023. Of the shares reported, Vanguard has sole investment power over 3,048,674 shares, shared investment power over 48,669 shares, and shared voting power over 25,538 shares. (3) We have relied upon the information provided by Dimensional F

Security Ownership of Directors and Management

Security Ownership of Directors and Management Except as otherwise noted, the following table sets forth the number of shares of our common stock beneficially owned as of April 22, 2024, by each of our directors, each of our executive officers named in the "Summary Compensation Table" beginning on page 56 (our "Named Executive Officers") and by all of our current directors and executive officers as a group. As of April 22, 2024, there were 22,130,207 shares of common stock outstanding. Name of Beneficial Owner Amount and Nature of Beneficial Percent of Class (%) Non-Employee Directors Christina M. Alvord 9,113 * Frank G. Heard 5,694 (3) * Lloyd E. Johnson 26,860 (4) * Elizabeth M. Lilly 12,488 * Donald A. Nolan 8,047 * Herbert K. Parker 24,364 * Mark A. Pompa — * Patricia K. Wagner 22,730 * Named Executive Officers Ty R. Silberhorn 112,439 * Matthew J. Osberg 25,200 * Nicholas C. Longman 21,474 * Curtis J. Dobler 36,450 * Brent C. Jewell 34,893 (5) * Mark R. Augdahl 12,279 * All directors and executive officers as a group (17 persons) (6) 472,525 2% ___________________________ * Indicates less than 1%. (1) Unless otherwise indicated, the individuals listed in the table have sole voting and investment power with respect to the shares owned by them, and such shares are not subject to any pledge. (2) For our non-employee directors, the number indicated includes the following shares of restricted stock issued to the named individual pursuant to our 2009 Non-Employee Director Stock Incentive Plan, as Amended (2014) (the "2009 Director Stock Plan") and 2019 Non-Employee Director Stock Plan (the "2019 Director Stock Plan"). Director Shares of Restricted Stock Christina M. Alvord (a) 907 Frank G. Heard (b) — Lloyd E. Johnson (a) — Elizabeth M. Lilly (a) 3,358 Donald A. Nolan (a) 907 Herbert K. Parker 5,165 Mark A. Pompa (a) — Patricia K. Wagner 5,165 10 ___________________________ (a) Elected t

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