APOGEE ENTERPRISES, INC. (NASDAQ:APOG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Election of New Director
On June22, 2017, the Board of Directors (the Board) of Apogee
Enterprises, Inc. (the Company) elected LloydE. Johnson, 63, to
serve as a Class I Director for a term expiring at the Companys
Annual Meeting of Shareholders in 2018.
From 2004 to 2015, Mr.Johnson served as a global managing
director, finance and internal audit for Accenture Corporation, a
$33 billion global management consulting firm. Prior to joining
Accenture, Mr.Johnson served as Executive Director, MA and
General Auditor for Delphi Automotive PLC, a $17 billion vehicle
components manufacturer, from 1999 to 2004. From 1997 to 1999, he
served as Corporate Vice President, Finance, and Chief Audit
Executive for Emerson Electric Corporation, a $25 billion
diversified global manufacturing company serving industrial,
commercial and consumer markets. Earlier in his career, he held
finance leadership roles at Sara Lee Knit Products, a division of
Sara Lee Corporation; Shaw Food Industries, a privately-held food
service supply company; and Harper, Wiggins Johnson, CPA, a
regional accounting firm. Mr.Johnson began his career in 1981
with Coopers Lybrand, a global public accounting firm that became
part of PricewaterhouseCoopers, a global public accounting firm.
Mr.Johnson will serve on the Audit Committee of the Board.
There is no arrangement or understanding between Mr.Johnson and
any other person to which Mr.Johnson was elected as a director.
For his service as a non-employee member of the Board, Mr.Johnson
will participate in the non-employee director compensation
arrangements in effect during his service. Mr.Johnson will
receive annual cash retainers of $60,000 for service as a
director and $15,000 for service as a member of the Audit
Committee of the Board. On June22, 2017, Mr.Johnson, along with
the Companys other non-employee directors whose terms continued
after the Companys 2017 Annual Meeting of Shareholders, received
a time-based restricted stock award of 1,720 shares of the
Companys common stock, which vests in three equal installments on
the first three anniversaries of the date of grant. The closing
price of the Companys common stock on the NASDAQ Global Select
Market on June22, 2017 was $55.23. Mr.Johnson will also be
eligible to participate in the Companys Deferred Compensation
Plan for Non-Employee Directors and Charitable Matching
Contributions Program for Non-Employee Directors described under
the heading Non-Employee Director Compensation in the Companys
proxy statement delivered in connection with its 2017 Annual
Meeting of Shareholders (the 2017 Annual Meeting) as filed with
the Securities and Exchange Commission on May8, 2017. There are
no related person transactions involving Mr.Johnson that are
reportable under Item404(a) of Regulation S-K. Mr.Johnson does
not have any familial relationship with any director or other
executive officer of the Company or any person nominated or
chosen by the Company to become a director or executive officer.
A copy of the press release announcing Mr.Johnsons election is
attached hereto as Exhibit 99.1.
Item5.07 |
Submission of Matters to a Vote of Security Holders. |
On June22, 2017, at the Annual Meeting of Shareholders, the
shareholders voted on the following:
(1) |
A proposal to elect two Class I directors for three-year terms ending in the year 2020 and one Class II director for a one-year term ending in the year 2018. Each of the director nominees was elected and received the following votes: |
2
|
|
|
|
|
|||
|
|
23,901,737 | 885,086 | 2,077,774 | |||
|
|
23,908,230 | 878,593 | 2,077,774 | |||
|
|
|
|
|
|||
|
|
23,865,106 | 921,717 | 2,077,774 |
(2) |
An advisory (non-binding) vote to approve the Companys executive compensation. The proposal was approved and received the following votes: |
|
|
|
|
|
|||
|
|
827,637 | 39,927 | 2,077,774 |
(3) |
An advisory (non-binding) vote on the frequency of shareholder advisory votes on the Companys executive compensation. The shareholders selected a frequency of one year and the proposals received the following votes: |
|
|
|
|
|
|
||||
|
|
51,205 | 3,430,036 | 19,550 | 2,077,774 |
(4) |
A proposal to ratify the appointment of Deloitte Touche LLP as the Companys independent registered public accounting firm for the fiscal year ending March3, 2018. The proposal was approved and received the following votes: |
|
|
|
|
|
|||
|
|
187,718 | 14,542 |
Item9.01 |
Financial Statements and Exhibits. |
(d)Exhibits.
99.1 |
Press Release issued by Apogee Enterprises, Inc. on June22, 2017.* |
*Furnished herewith
3
APOGEE ENTERPRISES, INC. ExhibitEX-99.1 2 d405600dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 APOGEE ELECTS NEW DIRECTOR MINNEAPOLIS,…To view the full exhibit click here About APOGEE ENTERPRISES, INC. (NASDAQ:APOG)
Apogee Enterprises, Inc. is engaged in the design and development of glass solutions for enclosing commercial buildings and framing art. The Company operates through four segments: Architectural Glass, Architectural Services, Architectural Framing Systems and Large-Scale Optical Technologies (LSO). The Architectural Glass segment fabricates coated glass used in customized window and wall systems. The Architectural Services segment designs, engineers, fabricates and installs the walls of glass, windows and other curtainwall products making up the outside skin of commercial and institutional buildings. The Architectural Framing Systems segment designs, engineers, fabricates and finishes the aluminum frames used in customized aluminum and glass window, curtainwall, storefront and entrance systems. The Large-Scale Optical Technologies segment manufactures glass and acrylic products for the custom picture framing and fine art markets.
