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APOG > SEC Filings for APOG > Form 8-K on 5-May-2014All Recent SEC Filings

Show all filings for APOGEE ENTERPRISES, INC.

Form 8-K for APOGEE ENTERPRISES, INC.


5-May-2014

Change in Directors or Principal Officers, Financial Statements and Exhi


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

(e) Bonus Pool Award Agreements

On April 29, 2014, 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 pursuant to which the executive officer may receive an annual bonus award for the Company's fiscal year ending February 28, 2015 under the shareholder-approved Apogee Enterprises, Inc. 2012 Executive Management Incentive Plan (the "Executive MIP"), a copy of which is on file with the Securities and Exchange Commission as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 27, 2012. The agreement provides that the executive officer's right to receive an annual cash bonus award will be determined based on the attainment of certain pre-set performance metrics for fiscal 2015. Any award received will not be taken into account when determining an executive officer's 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 performance metric to be used to establish the bonus pool under the Executive MIP for fiscal 2015 is operating income. The performance metrics to be used for determining awards under the Executive MIP for fiscal 2015 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 2015 annual bonus award payout ranges as a percentage of fiscal 2015 salary for the listed executive officers based on performance at the threshold, target and maximum performance levels.

                                                                                                Fiscal 2015 Annual Cash Incentive Compensation
                                                                                     Payout             Threshold              Target               Maximum
                                                                                   Range as a          Payout as a           Payout as a          Payout as a
                                                                                  Percentage of       Percentage of         Percentage of        Percentage of
Name                                                 Position                      Salary (%)         Salary (%)(1)         Salary (%)(2)        Salary (%)(3)
Joseph F. Puishys                      Chief Executive Officer and President       0 - 210.00                   5.25                105.00               210.00
James S. Porter                        Chief Financial Officer                     0 - 120.00                   3.00                 60.00               120.00
Patricia A. 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
Gary R. 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 for all performance metrics.

In the event an executive officer's 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 officer's employment with the Company is terminated during the fiscal year as a result of Disability, Retirement or death, the executive officer, or the executive officer's 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 Company's Clawback Policy and that forfeiture or recoupment is appropriate.

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 hereto as Exhibit 10.1 and is incorporated herein by reference (the "Form of Bonus Pool Award Agreement").


Time-Based Restricted Stock Awards

At meetings of the Company's Compensation Committee (the "Committee") and the
Board held on April 29, 2014, the executive officers listed below were awarded
shares of time-based restricted stock in the amounts indicated below:



                                                                                        Number of Shares
                                                                                       of Restricted Stock
Name                                            Position                                     Awarded             Fully Vested Date
Joseph F. Puishys     Chief Executive Officer and President                                          27,000               4/29/2017
James S. Porter       Chief Financial Officer                                                         6,046               4/29/2017
Patricia A. Beithon   General Counsel and Corporate Secretary                                         4,821               4/29/2017
John A. Klein         Senior Vice President, Operations and Supply Chain Management                   2,439               4/29/2017
Gary R. Johnson       Vice President and Treasurer                                                    2,065               4/29/2017

Such restricted stock awards were made pursuant 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 Company's Current Report on Form 8-K filed on June 28, 2011.

The shares of restricted stock vest in three equal annual installments commencing on the first anniversary date of such grant (such three-year period is referred to herein as the "Restricted Period"). In the event the executive officer's 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 officer's 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 officer's 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 Company's Current Report on Form 8-K filed on May 2, 2011 (the "Form of Restricted Stock Agreement"), is incorporated herein by reference.

Two-Year Cash-Based Performance Awards

At the meetings of the Committee and the Board held on April 29, 2014, the
executive officers listed below were awarded two-year cash-based performance
awards representing the right to receive a cash payment from the Company up to
the maximum amount set forth below (the "Performance Awards").



                                                                                             Amount of Cash Payment Subject to Award
                                                                               Measuring         Threshold            Target              Maximum
                                                                                 Period            Award               Award               Award
Name                                               Position                  (Fiscal Years)    Amount ($)(1)       Amount ($)(2)       Amount ($)(3)
Joseph F. Puishys                    Chief Executive Officer and President    2015 - 2016             308,000           1,848,000           3,696,000
James S. Porter                      Chief Financial Officer                  2015 - 2016              94,800             568,800           1,137,600
Patricia A. Beithon                  General Counsel and Corporate
                                     Secretary                                2015 - 2016              75,600             453,600             907,200
John A. Klein                        Senior Vice President, Operations and
                                     Supply Chain Management                  2015 - 2016              38,250             229,500             459,000
Gary R. Johnson                      Vice President and Treasurer             2015 - 2016              32,372             194,229             388,458

(1) Assumes threshold performance level is achieved for only one of the performance goals and is not achieved for any other performance goals. If actual results are below threshold performance level for all performance goals, the payout will be zero.

(2) Assumes target performance is achieved for all performance goals.

(3) Assumes maximum performance is achieved for all performance goals.


The Performance Awards were awarded pursuant to the shareholder-approved Stock Incentive Plan, a copy of which is on file with the Securities and Exchange Commission as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 28, 2011.

The amount of cash to be paid to each executive officer pursuant to the Performance Award (the "Cash Payment") will be based on whether and to what extent the threshold, target or maximum performance level of the performance metrics for the period commencing on March 2, 2014 and ending on February 27, 2016 (the "Performance Period") is achieved. The performance metrics for the Performance Period are cumulative net sales, cumulative earnings per share and average return on invested capital. The executive officer will receive a Cash Payment pursuant to the Performance Award if one or more performance metrics is achieved at or above the threshold level. The determination of the Cash Payment amount will occur as soon as practicable after the Committee determines whether, and the extent to which, the performance metrics have been achieved (the "Determination Date"). Following the Determination Date, the Company will pay to the executive officer one-half of the Cash Payment (the "Initial Payment"). On the one year anniversary of the last day of the Performance Period (the "Fully-Vested Date"), the Company will pay to the executive officer the remaining one-half of the Cash Payment (the "Final Payment").

In the event the executive officer's employment is terminated prior to the Fully-Vested Date, the Performance Award and any unpaid Cash Payment shall be immediately forfeited, unless the executive officer's employment is terminated by reason of the executive officer's Retirement or Disability (as such terms are defined in the award agreement) or death. In the event the executive officer's employment is terminated prior to the end of the Performance Period by reason of Retirement, Disability or death, the executive officer or the executive officer's estate, as applicable, shall be entitled to receive a pro-rata portion (based on the amount of time elapsed between the beginning of the Performance Period and the date of termination) of the Cash Payment after the end of the Performance Period to the extent that the threshold, target or maximum performance level of the performance metrics is achieved. In the event the executive officer's employment is terminated after the Performance Period by reason of Retirement, Disability or death, the executive officer or the executive officer's estate, as applicable, shall be entitled to receive the Initial Payment (if not yet paid to the executive officer) and the Final Payment. The Company will pay the Initial Payment following the Determination Date and the Final Payment on the Fully-Vested Date.

The Performance Awards are subject to forfeiture or recoupment if the Board, in its sole discretion, determines that events have occurred that are covered by the Company's Clawback Policy and that forfeiture or recoupment is appropriate.

. . .



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1    Form of Bonus Pool Award Agreement under the Apogee Enterprises, Inc. 2012
        Executive Management Incentive Plan.*

10.2    Form of Restricted Stock Agreement under the Apogee Enterprises, Inc.
        2009 Stock Incentive Plan, as amended and restated (2011) (incorporated by
        reference to Exhibit 10.3 to the Company's Current Report on Form 8-K
        filed on May 2, 2011).

10.3    Form of Performance Award Agreement under the Apogee Enterprises, Inc.
        2009 Stock Incentive Plan, as amended and restated (2011).*

* Filed herewith


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