SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Apogee Enterprises, Inc. – ‘8-K’ for 1/14/20

On:  Thursday, 1/16/20, at 2:57pm ET   ·   For:  1/14/20   ·   Accession #:  1193125-20-8887   ·   File #:  0-06365

Previous ‘8-K’:  ‘8-K’ on / for 12/19/19   ·   Next:  ‘8-K’ on / for 4/2/20   ·   Latest:  ‘8-K’ on 1/30/24 for 1/10/24   ·   21 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/16/20  Apogee Enterprises, Inc.          8-K:5,8,9   1/14/20   14:263K                                   Donnelley … Solutions/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     35K 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML     18K 
 3: EX-10.1     Material Contract                                   HTML     27K 
 4: EX-10.2     Material Contract                                   HTML     19K 
 5: EX-10.3     Material Contract                                   HTML     17K 
 9: R1          Document and Entity Information                     HTML     51K 
14: XML         IDEA XML File -- Filing Summary                      XML     13K 
10: XML         XBRL Instance -- d874518d8k_htm                      XML     14K 
12: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 7: EX-101.LAB  XBRL Labels -- apog-20200114_lab                     XML     58K 
 8: EX-101.PRE  XBRL Presentations -- apog-20200114_pre              XML     36K 
 6: EX-101.SCH  XBRL Schema -- apog-20200114                         XSD     13K 
11: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    19K 
13: ZIP         XBRL Zipped Folder -- 0001193125-20-008887-xbrl      Zip     24K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX: 
  8-K  
 i false  i 0000006845  i --02-29 0000006845 2020-01-14 2020-01-14

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  i January 14, 2020

 

 i APOGEE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

 

 i Minnesota

(State or other jurisdiction of incorporation)

 i 0-6365

 

 i 41-0919654

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 i 4400 West 78th Street -  i Suite 520,  i Minneapolis,

 i Minnesota

 

 i 55435

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code:  i (952)  i 835-1874

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 i  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 i  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 i  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 i  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

 i Common Stock, $0.33 1/3 Par Value

 

 i APOG

 

 i The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   i 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 9, 2019, Apogee Enterprises, Inc. (the “Company”) announced that, in connection with his promotion to President of the Company’s Architectural Framing Systems segment, Brent C. Jewell became entitled to receive a restricted stock award for 10,000 shares under the Company’s 2019 Stock Incentive Plan, once the plan had been approved by the Company’s shareholders. The 2019 Stock Incentive Plan was approved by the Company’s shareholders on January 14, 2020, and Mr. Jewell was awarded 10,000 shares of restricted stock, to vest in equal installments on January 14, 2021, August 5, 2021 and August 5, 2022, provided he remains employed by the Company and subject to the terms and conditions of the restricted stock award agreement. A copy of the 2019 Stock Incentive Plan is on file with the Securities and Exchange Commission as Appendix B to the Company’s proxy statement for the 2019 Annual Meeting.

The form of Restricted Stock Agreement used in connection with Mr. Jewell’s restricted stock award under the 2019 Stock Incentive Plan is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 14, 2020, the Company held its 2020 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders, upon recommendation of the Company’s board of directors (the “Board”), approved four amendments to the Company’s Restated Articles of Incorporation (the “Articles”).

One of the amendments to the Articles establishes a majority vote standard for the election of directors, further strengthening the right of a majority of shareholders to elect the directors. Prior to this amendment, the voting standard applicable to the Company under the Minnesota Business Corporation Act was a plurality, which means that the nominees who had received the highest number of votes for election, up to the number of director positions subject to election, would have been elected to the Board.

Two additional amendments establish a majority vote standard for the removal of directors for cause and for the amendment of the director removal provision in the Articles. Prior to these amendments, the voting requirement to remove a director for cause or to amend the director removal provision was 80% of the outstanding shares.

The fourth amendment eliminated the “anti-greenmail provision” formerly contained in the Articles.

The foregoing description of the amendments to the Articles does not purport to be complete and is qualified in its entirety by reference to the Articles of Amendment attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01. Other Events.

Effective January 14, 2020, Donald A. Nolan was elected by the Board to succeed Bernard P. Aldrich as Non-Executive Chair of the Board.

At the Annual Meeting, the Company’s shareholders approved the Company’s 2019 Non-Employee Director Stock Plan (the “2019 Director Stock Plan”). A copy of the 2019 Director Stock Plan is on file with the Securities and Exchange Commission as Appendix C to the Company’s proxy statement for the 2019 Annual Meeting. The form of Restricted Stock Agreement and Deferred Restricted Stock Unit Agreement used in connection with the 2019 Director Stock Plan are attached hereto as Exhibit 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit

Number

   

Description

         
 

  3.1

   

Articles of Amendment to the Restated Articles of Incorporation of Apogee Enterprises, Inc., as filed with the Minnesota Secretary of State on January 15, 2020.

         
 

10.1

   

Form of Restricted Stock Agreement under the Apogee Enterprises, Inc. 2019 Stock Incentive Plan.

         
 

10.2

   

Form of Restricted Stock Agreement under the Apogee Enterprises, Inc. 2019 Non-Employee Director Stock Incentive Plan.

         
 

10.3

   

Form of Deferred Restricted Stock Unit Agreement under the Apogee Enterprises, Inc. 2019 Non-Employee Director Stock Incentive Plan.

         
 

104

   

Cover Page interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 15, 2020

 

 

 

APOGEE ENTERPRISES, INC.

             

 

 

By:

 

/s/ Patricia A. Beithon

 

 

 

Patricia A. Beithon

 

 

 

General Counsel and Secretary


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
8/5/22
8/5/21
1/14/21
Filed on:1/16/203,  4
1/15/20
For Period end:1/14/203,  4,  DEF 14A,  PRE 14A
8/9/198-K
 List all Filings 


21 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/03/24  Apogee Enterprises, Inc.          10-Q       11/25/23   67:5.1M
10/04/23  Apogee Enterprises, Inc.          10-Q        8/26/23   67:5M
 6/28/23  Apogee Enterprises, Inc.          10-Q        5/27/23   76:5.3M
 4/21/23  Apogee Enterprises, Inc.          10-K        2/25/23  114:12M
 3/08/23  Apogee Enterprises, Inc.          8-K:5,9     3/02/23   12:178K                                   Donnelley … Solutions/FA
12/29/22  Apogee Enterprises, Inc.          10-Q       11/26/22   78:6.8M
 9/29/22  Apogee Enterprises, Inc.          10-Q        8/27/22   78:6.7M
 7/01/22  Apogee Enterprises, Inc.          10-Q        5/28/22   80:6.1M
 4/22/22  Apogee Enterprises, Inc.          10-K        2/26/22  114:12M
 1/06/22  Apogee Enterprises, Inc.          10-Q       11/27/21   83:7.4M
10/13/21  Apogee Enterprises, Inc.          S-8        10/13/21    4:87K                                    Donnelley … Solutions/FA
10/13/21  Apogee Enterprises, Inc.          S-8        10/13/21    5:230K                                   Donnelley … Solutions/FA
10/13/21  Apogee Enterprises, Inc.          S-8        10/13/21    4:137K                                   Donnelley … Solutions/FA
 9/30/21  Apogee Enterprises, Inc.          10-Q        8/28/21   81:6.9M
 7/01/21  Apogee Enterprises, Inc.          10-Q        5/29/21   79:6.4M
 6/25/21  Apogee Enterprises, Inc.          S-8         6/25/21    7:971K                                   Donnelley … Solutions/FA
 4/22/21  Apogee Enterprises, Inc.          10-K        2/27/21  112:11M
 1/07/21  Apogee Enterprises, Inc.          10-Q       11/28/20   76:6.6M
10/21/20  Apogee Enterprises, Inc.          S-8        10/21/20    4:59K                                    Donnelley … Solutions/FA
10/21/20  Apogee Enterprises, Inc.          S-8        10/21/20    4:65K                                    Donnelley … Solutions/FA
10/08/20  Apogee Enterprises, Inc.          10-Q        8/29/20   78:7.1M
Top
Filing Submission 0001193125-20-008887   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Thu., Mar. 28, 4:38:24.2pm ET