UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 26, 2021, Apogee Enterprises, Inc. (the “Company” or “Apogee”) entered into a Stock Repurchase Agreement (the “Agreement”) with former President and Chief Executive Officer Joseph F. Puishys.
As previously disclosed in the proxy statement for the 2021 Annual Meeting of Shareholders, due to the economic uncertainties resulting from the COVID-19 pandemic, the Compensation Committee determined that the Company would not be able to establish effective long-term financial performance goals in fiscal 2021. Based on this determination, the Committee elected to grant stock options in fiscal 2021 in lieu of granting two-year performance awards. The stock options were intended to approximate the annual value of, and the maximum potential gain available from, the performance awards traditionally granted by the Company. Accordingly, the option awards included a cap on the maximum gain per share upon exercise. The maximum gain was also designed to avoid a windfall to the executive officers resulting from Apogee’s relatively low stock price at the time of grant.
In order to provide Mr. Puishys with the equivalent potential annual value of customary two-year performance awards, and due to the low price of Apogee stock at the time of grant, the Company inadvertently exceeded the 200,000 annual share award limit under its 2019 Stock Incentive Plan (the “Plan”) when it granted to him an option to purchase 215,600 shares of common stock on June 30, 2020. Together with the annual award of 37,193 restricted shares of common stock made to him under the Plan on April 23, 2020, Mr. Puishys received total awards covering 252,793 shares of common stock in 2020 under the Plan in the form of restricted shares and options.
After discussions with Mr. Puishys, and with his agreement, the Board of Directors modified his fiscal 2021 compensation package to comply with the Plan’s annual share award limit, as follows:
| • | Mr. Puishys forfeited his right to purchase 37,036 shares according to the terms of the option described above, and |
| • | Apogee repurchased 15,757 of the shares of common stock, which were awarded to Mr. Puishys in April 2020 and which subsequently vested, for a price of $24.74 per share, or $389,828. This purchase price represents a reduction of $12.66 per share from, or more than 36% below, the market value on the date that the underlying restricted shares vested. This reduction cancels out an amount that is equivalent to the maximum gain permissible per option share exercise under the terms of the option described above. |
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: May 26, 2021 | APOGEE ENTERPRISES, INC. | |||||
| By: | /s/ Meghan M. Elliott | |||||
| Meghan M. Elliott | ||||||
| Vice President, General Counsel and Secretary | ||||||