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APOGForm8-K2013AnnualMeeting-v3


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: June 26, 2013
(Date of earliest event reported)
APOGEE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Minnesota
 
0-6365
 
41-0919654
(State or other
jurisdiction of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
4400 West 78th Street, Suite 520, Minneapolis, Minnesota
 
55435
(Address of principal executive offices)
 
(Zip Code)

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

Not Applicable
(Former name or former address, if changed since last report)
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:
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


1


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 26, 2013, the Board of Directors (the “Board”) of Apogee Enterprises, Inc. (the “Company”) took the following actions, effective on that date: (a) increased the size of the Board by one member; (b) to fill the vacancy created by the increase in the size of the Board, elected Donald A. Nolan, 52, to serve as a Class I Director for a term expiring at the Company's Annual Meeting of Shareholders in 2014; (c) disbanded the Strategy and Enterprise Risk Committee of the Board; and (d) adjusted Board compensation by increasing the annual retainer for the non-executive chair of the Board by $10,000, to $110,000 and the annual retainer for Board members by $10,000, to $50,000.
Since 2008, Mr. Nolan has been employed by Avery Dennison Corporation, a global leader in labeling and packaging materials and solutions. He currently serves as president of the Avery Dennison Corporation Materials Group. Prior to joining Avery Dennison Corporation, Mr. Nolan served as senior vice president of global packaging and automotive coatings for Valspar Corporation, and he previously worked at Loctite Corporation, Ashland Chemical Company and General Electric Company. Mr. Nolan will serve on the Audit Committee of the Board.
There is no arrangement or understanding between Mr. Nolan and any other person pursuant to which Mr. Nolan was elected as a director. For his service as a non-employee member of the Board, Mr. Nolan will participate in the non-employee director compensation arrangements in effect during his period of service. Except as otherwise set forth in this Current Report on Form 8-K, the arrangements currently in effect are described under the heading “Non-Employee Director Compensation” in the Company’s proxy statement delivered in connection with its 2013 Annual Meeting of Shareholders (the “Annual Meeting”), as filed with the Securities and Exchange Commission on May 16, 2013. There are no related person transactions involving Mr. Nolan that are reportable under Item 404(a) of Regulation S-K. Mr. Nolan 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. Nolan’s election is attached hereto as Exhibit 99.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 26, 2013, at the Annual Meeting, the shareholders voted on the following:
(1) A proposal to elect three Class III directors for three-year terms ending in the year 2016. Each of the director nominees was elected and received the following votes:
Class III Directors
For
Withhold
Broker Non-Votes
Jerome L. Davis
23,840,051
1,319,350
1,603,621
Sara L. Hays
24,607,240
552,161
1,603,621
Richard V. Reynolds
24,660,233
499,168
1,603,621
(2) An advisory (non-binding) vote to approve the Company’s executive compensation. The proposal was approved and received the following votes:
For
Against
Abstain
Broker Non-Votes
23,889,877
928,861
340,663
1,603,621
(3) A proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 1, 2014. The proposal was approved and received the following votes:
For
Against
Abstain
Broker Non-Votes
26,612,856
133,570
16,596
0

2


Item 8.01 Other Events.

As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 2, 2013, filed with the Securities and Exchange Commission on May 16, 2013, the Company is comprised of four reporting segments. The Company transitioned to four segments in fiscal 2013, which reflects the separation of the Architectural Products and Services segment into the Architectural Glass, Architectural Framing Systems and Architectural Services segments, all of which serve the non-residential construction market. The Large-Scale Optical segment remained unchanged.

To assist investors and analysts to understand better the historical financial and operating results of the Company’s current reporting segments, the Company is voluntarily providing selected historical quarterly financial information presented on a basis consistent with the Company's new segment reporting structure. On June 27, 2013, the Company posted historical quarterly revenue, historical quarterly operating income and historical operating margin information for fiscal 2012 and 2013 for the Company’s four reporting segments on the Company’s website (www.apog.com). The selected historical quarterly financial information relates solely to the presentation of segment-specific information as described above, has been recast to conform to the four reporting segments, and does not represent a restatement of previously issued financial statements and does not change the Company’s previously reported consolidated financial information. The selected historical quarterly financial information should be read in conjunction with the Company’s previous annual and quarterly reports filed for such periods with the Securities and Exchange Commission.

The referenced selected historical quarterly financial information that has been posted on the Company’s website is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.
99.1    Press Release issued by Apogee Enterprises, Inc. dated June 26, 2013.
99.2    Selected historical quarterly segment financial information for fiscal 2012 and 2013.

3


SIGNATURE
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.
 
APOGEE ENTERPRISES, INC.
 
 
By:
/s/ James S. Porter
 
 
 
James S. Porter
Chief Financial Officer

Date: June 27, 2013

4


EXHIBIT INDEX
Exhibit
Number
Description
99.1
Press Release issued by Apogee Enterprises, Inc. dated June 26, 2013.
99.2
Selected historical quarterly segment financial information for fiscal 2012 and 2013.


5

062613NewdirectorExhibit991




APOGEE ELECTS NEW DIRECTOR

MINNEAPOLIS, MN (June 26, 2013) – Apogee Enterprises, Inc. (Nasdaq:APOG), which provides distinctive solutions for enclosing commercial buildings and framing art, today announced election of a new director, Donald A. Nolan, 52, president of the Avery Dennison Corporation Materials Group.

“Don is a proven leader who has grown businesses domestically and internationally by focusing on innovation, technology and marketing, while at the same time improving profitability through manufacturing efficiencies, pricing and reductions in material costs,” said Bernard P. Aldrich, Apogee chairman. “His expertise and experience will be invaluable as Apogee executes its strategies to grow through new geographies, new products and new markets.”

In 2008, Nolan joined Avery Dennison, a global leader in labeling and packaging materials and solutions, as president of the more than $4 billion Materials Group, based in Mentor, OH. Prior to joining Avery Dennison, he served as senior vice president of global packaging and automotive coatings for Valspar Corporation. Prior to Valspar, he worked at Loctite Corporation, Ashland Chemical Company and General Electric Company.

He will serve on the Apogee board of directors audit committee and is a Class I director who will stand for reelection at the 2014 annual meeting. With the addition of Nolan, the Apogee board now has 10 members.

Apogee Enterprises, Inc. (www.apog.com), headquartered in Minneapolis, is a leader in technologies involving the design and development of value-added glass products, services and systems for the architectural and picture framing industries.

Contact:
Mary Ann Jackson
 
Investor Relations
 
952-487-7538
 
mjackson@apog.com


062613Exhibit992


Apogee Enterprises, Inc.
 
 
 
 
 
 
 
 
 
Exhibit 99.2
Historical Quarterly Segment Data
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal 2013
 
Quarter
 
Dollar amounts in thousands
 
First
 
Second
 
Third
 
Fourth
 
Total
Sales
 
 
 
 
 
 
 
 
 
 
Architectural Glass
 
$
59,066

 
$
63,277

 
$
74,921

 
$
69,192

 
$
266,456

Architectural Services
 
38,918

 
46,653

 
49,125

 
51,874

 
186,570

Architectural Framing Systems
 
42,407

 
52,170

 
51,605

 
44,955

 
191,137

Large-Scale Optical
 
19,258

 
19,571

 
21,648

 
19,470

 
79,947

Intersegment eliminations
 
(5,515
)
 
(5,731
)
 
(6,883
)
 
(5,757
)
 
(23,886
)
Total
 
$
154,134

 
$
175,940

 
$
190,416

 
$
179,734

 
$
700,224

 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
 
 
 
 
 
 
 
 
 
 
Architectural Glass
 
$
(2,406
)
 
$
(2,018
)
 
$
461

 
$
(428
)
 
$
(4,391
)
Architectural Services
 
(2,579
)
 
(1,019
)
 
(196
)
 
2,786

 
(1,008
)
Architectural Framing Systems
 
3,096

 
6,066

 
5,573

 
(151
)
 
14,584

Large-Scale Optical
 
5,268

 
5,196

 
6,557

 
3,972

 
20,993

Corporate and other
 
(1,061
)
 
(672
)
 
(984
)
 
(42
)
 
(2,759
)
Total
 
$
2,318

 
$
7,553

 
$
11,411

 
$
6,137

 
$
27,419

 
 
 
 
 
 
 
 
 
 
 
Operating Margins
 
 
 
 
 
 
 
 
 
 
Architectural Glass
 
(4.1
)%
 
(3.2
)%
 
0.6
 %
 
(0.6
)%
 
(1.6
)%
Architectural Services
 
(6.6
)
 
(2.2
)
 
(0.4
)
 
5.4

 
(0.5
)
Architectural Framing Systems
 
7.3

 
11.6

 
10.8

 
(0.3
)
 
7.6

Large-Scale Optical
 
27.4

 
26.5

 
30.3

 
20.4

 
26.3

Total
 
1.5
 %
 
4.3
 %
 
6.0
 %
 
3.4
 %
 
3.9
 %
 
 
 
 
 
 
 
 
 
 
 
Fiscal 2012
 
Quarter
 
Dollar amounts in thousands
 
First
 
Second
 
Third
 
Fourth
 
Total
Sales
 
 
 
 
 
 
 
 
 
 
Architectural Glass
 
$
64,933

 
$
71,933

 
$
73,585

 
$
67,636

 
$
278,087

Architectural Services
 
34,441

 
35,704

 
36,701

 
42,933

 
149,779

Architectural Framing Systems
 
40,557

 
46,189

 
47,298

 
40,886

 
174,930

Large-Scale Optical
 
18,052

 
16,415

 
22,769

 
21,296

 
78,532

Intersegment eliminations
 
(4,645
)
 
(4,684
)
 
(5,500
)
 
(4,036
)
 
(18,865
)
Total
 
$
153,338

 
$
165,557

 
$
174,853

 
$
168,715

 
$
662,463

 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
 
 
 
 
 
 
 
 
 
 
Architectural Glass
 
$
(8,063
)
 
$
(7,037
)
 
$
(2,593
)
 
$
(1,902
)
 
$
(19,595
)
Architectural Services
 
(1,456
)
 
(1,901
)
 
(1,328
)
 
1,806

 
(2,879
)
Architectural Framing Systems
 
2,466

 
3,816

 
4,501

 
(381
)
 
10,402

Large-Scale Optical
 
4,632

 
3,516

 
7,411

 
4,046

 
19,605

Corporate and other
 
(1,007
)
 
(1,071
)
 
(835
)
 
(804
)
 
(3,717
)
Total
 
$
(3,428
)
 
$
(2,677
)
 
$
7,156

 
$
2,765

 
$
3,816

 
 
 
 
 
 
 
 
 
 
 
Operating Margins
 
 
 
 
 
 
 
 
 
 
Architectural Glass
 
(12.4
)%
 
(9.8
)%
 
(3.5
)%
 
(2.8
)%
 
(7.0
)%
Architectural Services
 
(4.2
)
 
(5.3
)
 
(3.6
)
 
4.2

 
(1.9
)
Architectural Framing Systems
 
6.1

 
8.3

 
9.5

 
(0.9
)
 
5.9

Large-Scale Optical
 
25.7

 
21.4

 
32.5

 
19.0

 
25.0

Total
 
(2.2
)%
 
(1.6
)%
 
4.1
 %
 
1.6
 %
 
0.6
 %