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

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.

(e) Bonus Pool Award Agreements

On April27, 2017, Apogee Enterprises, Inc. (the Company) entered
into a Bonus Pool Award Agreement with each of the executive
officers listed below, which sets forth the terms and conditions
to which the executive officer may receive an annual bonus award
for the Companys fiscal year ending March3, 2018 under the
shareholder-approved Apogee Enterprises, Inc. 2016 Executive
Management Incentive Plan (the Executive MIP), a copy of which is
on file with the Securities and Exchange Commission as
Exhibit10.1 to the Companys Current Report on Form 8-K filed on
June29, 2016, as amended by the First Amendment to Apogee
Enterprises, Inc. 2016 Executive Management Incentive Plan, a
copy of which is on file with the Securities and Exchange
Commission as Exhibit 10.1 to the Companys Current Report on Form
8-K/A filed on August10, 2016. The agreement provides that the
executive officers right to receive an annual cash bonus award
will be determined based on the attainment of certain pre-set
performance metrics for fiscal 2018. Any award received will not
be taken into account when determining an executive officers
compensation for purposes of determining benefits under any
benefit, pension or retirement plan of the Company, or under any
agreement between the Company and the executive officer.

The financial performance metric to be used to establish the
bonus pool under the Executive MIP for fiscal 2018 is operating
income. The performance metrics to be used for determining awards
under the Executive MIP for fiscal 2018 for the executive
officers listed below are net sales, earnings before taxes and
days working capital. The table below sets forth certain
information with respect to fiscal 2018 annual bonus award payout
ranges as a percentage of fiscal 2018 salary for the listed
executive officers based on performance at the threshold, target
and maximum performance levels.

		Fiscal 2018 Annual Cash Incentive Compensation
Name		Position		Payout Range as a Percentageof Salary (%)		Threshold Payoutasa Percentageof Salary (%)(1)		Target Payoutasa Percentageof Salary (%)(2)		Maximum Payoutasa Percentageof Salary (%)(3)
JosephF.Puishys		ChiefExecutiveOfficerandPresident		0210.00		5.25		105.00		210.00
JamesS.Porter		Executive Vice President and Chief Financial Officer		0 150.00		3.75		75.00		150.00
PatriciaA.Beithon		General Counsel and Corporate Secretary		0 120.00		3.00		60.00		120.00
John A. Klein		Senior Vice President, Operations and Supply Chain Management		0 80.00		2.00		40.00		80.00
GaryR.Johnson		Vice President and Treasurer		0 80.00		2.00		40.00		80.00

(1)	Assumes threshold performance level is achieved for only the performance metric with the lowest weighting and is not achieved for any other performance metric.

(2)	Assumes target performance level is achieved for all performance metrics.

(3)	Assumes maximum performance level is achieved or exceeded for all performance metrics.

In the event an executive officers employment is terminated
during a fiscal year for any reason other than Disability or
Retirement (as such terms are defined in the agreement) or death,
the agreement provides that the executive officer will forfeit
any and all rights under the Executive MIP and the agreement
relating to such fiscal year. In accordance with the agreement,
if an executive officers employment with the Company is
terminated during the fiscal year as a result of Disability,
Retirement or death, the executive officer, or the executive
officers estate, as applicable, will receive a pro-rata cash payment after
the end of the fiscal year to the extent that the threshold,
target or maximum performance level of the performance metric is
achieved.

All awards under
the Executive MIP are subject to forfeiture or recoupment if the
Board of Directors of the Company (the Board), in its sole
discretion, determines that events have occurred that are covered
by the Companys Clawback Policy and that forfeiture or recoupment
is appropriate.

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The form of Bonus
Pool Award Agreement used in connection with annual bonus awards
under the Executive MIP, including the awards to executive
officers listed above, is attached here to as Exhibit 10.1 (the
Form of Bonus Pool Award Agreement) and is incorporated herein by
reference.

Time-Based
Restricted Stock Awards

At meetings of the
Companys Compensation Committee (the Committee) and the Board
held on April27, 2017, the executive officers listed below were
awarded shares of time-based restricted stock in the amounts
indicated below:

Name		Position		NumberofShares ofRestrictedStock Awarded		FullyVestedDate
JosephF.Puishys		Chief Executive Officer and President		17,156		4/30/2020
James S. Porter		Executive Vice President and Chief Financial Officer		4,600		4/30/2020
PatriciaA.Beithon		General Counsel and Corporate Secretary		3,300		4/30/2020
John A. Klein		Senior Vice President, Operations and Supply Chain Management		1,500		4/30/2020
Gary R. Johnson		Vice President and Treasurer		1,430		4/30/2020

Such restricted
stock awards were made to the shareholder-approved Apogee
Enterprises, Inc. 2009 Stock Incentive Plan, as amended and
restated (2011) (the Stock Incentive Plan), a copy of which is on
file with the Securities and Exchange Commission as Exhibit 10.1
to the Companys Current Report on Form 8-K filed on June28,
2011.

The shares of
restricted stock vest in three equal annual installments
commencing on April30, 2018 (such three-year period is referred
to herein as the Restricted Period). In the event the executive
officers employment is terminated prior to the end of the
Restricted Period by reason of Retirement (as defined in the
agreement) or involuntary termination without Cause (as defined
in the agreement), the Committee has the right to cause the
remaining unvested shares to be accelerated as of the date of
such Retirement or involuntary termination without Cause. In the
event the executive officers employment is terminated prior to
the end of the Restricted Period by reason of Disability (as
defined in the agreement) or death, the shares of restricted
stock will become immediately vested in full.

In the event of a
Change in Control (as defined in the Stock Incentive Plan) during
the Restricted Period and the executive officers employment is
simultaneously or subsequently terminated by the Company without
Cause or by the executive officer for Good Reason (as defined in
the agreement) during the Restricted Period, the restrictions
with respect to all of the shares held by the executive officer
at the time of termination shall lapse and the shares shall
immediately vest as of the date of such termination of
employment.

The form of
Restricted Stock Agreement used in connection with restricted
stock awards under the Stock Incentive Plan, including the awards
to the executive officers listed above, a copy of which is on
file with the Securities and Exchange Commission as Exhibit 10.3
to the Companys Current Report on Form 8-K filed on May2, 2011
(the Form of Restricted Stock Agreement), is incorporated herein
by reference.

CEO
Evaluation-Based Retention Incentive Agreement

On April27, 2017,
the Board made a performance-based retention incentive award to
Joseph F. Puishys, the Companys Chief Executive Officer, and
approved a form of CEO evaluation-based performance retention
incentive agreement (the CEO Evaluation-Based Retention Incentive
Agreement).

The CEO
Evaluation-Based Retention Incentive Agreement establishes a
one-year, evaluation-based performance award under the
shareholder-approved Executive MIP. Under the CEO
Evaluation-Based Retention Incentive Agreement, the amount of the
award earned, if any, will be based upon the average rating
Mr.Puishys receives on the annual performance evaluation
conducted by the Board and the amount of the award earned will
then be deferred into the 2011 Deferred Compensation Plan (the
2011 Deferred Compensation Plan), a copy of which is on file with
the SEC as Exhibit 10.1 to the Companys Current Report on Form
8-K filed on October12, 2010, as amended by the First Amendment
to the Apogee Enterprises, Inc. 2011 Deferred Compensation Plan,
a copy of which is on file with the SEC as Exhibit 10.3 to the
Companys Current Report on Form 8-K filed on July1, 2014. The
Board

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may award
Mr.Puishys a percentage of the bonus pool that the Committee will
establish to the Executive MIP each year. The bonus pool will be
set as a percentage of a financial performance metric selected by
the Committee. The financial performance metric used to establish
the bonus pool under the Executive MIP for fiscal 2018 is
operating income. The performance evaluation criteria for fiscal
2018 for Mr.Puishys are based upon acquisition integration,
architectural framing systems segment organizational design,
capacity planning and business unit strategic goals.

All of the award
earned will then be deferred under the 2011 Deferred Compensation
Plan. The amount deferred is forfeitable unless Mr.Puishys
remains employed until April28, 2019 (the Evaluation-Based
Retention Period). In the event Mr.Puishys employment is
terminated prior to the end of the Evaluation-Based Retention
Period, the amount awarded to the CEO Evaluation-Based Retention
Incentive Agreement shall be immediately and irrevocably
forfeited. In the case of Mr.Puishys death or disability,
Mr.Puishys, or his estate, as applicable, shall receive a
pro-rata portion of the award. In the case of a Change in
Control, as defined in the CEO Evaluation-Based Retention
Incentive Agreement, the Evaluation-Based Retention Period shall
end on the date of the Change in Control, and the award shall be
adjusted by the Committee in its sole discretion. The award shall
be subject to the Companys Clawback Policy.

Under the CEO
Evaluation-Based Retention Incentive Agreement, Mr.Puishys may
receive an award of up to 60% of the 2018 Bonus Pool that the
Committee has established. If the Board determines that
Mr.Puishys has met or exceeded his performance evaluation
criteria for fiscal 2018, Mr.Puishys will earn an award ranging
from $233,750 at target up to $467,500 at maximum. There is no
threshold performance level for an award under the CEO
Evaluation-Based Retention Incentive Agreement; however, the
Committee may determine, in its sole discretion, to reduce the
award or that no award should be made.

The form of CEO
Evaluation-Based Retention Incentive Agreement used in
conjunction with retention incentive awards under the Executive
MIP, including the award made to Mr.Puishys described above, is
attached hereto as Exhibit 10.3 and is incorporated herein by
reference.

Item9.01
Financial Statements and Exhibits.

(d)
Exhibits.

* Filed
herewith

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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. APOGEE ENTERPRISES, INC. (NASDAQ:APOG) Recent Trading Information
APOGEE ENTERPRISES, INC. (NASDAQ:APOG) closed its last trading session down -0.78 at 55.27 with 314,470 shares trading hands.