Current Report Filing (8-k)
October 05 2018 - 1:00PM
Edgar (US Regulatory)
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: October 2, 2018
(Date of earliest event reported)
APOGEE
ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Commission File Number:
0-6365
|
|
|
Minnesota
|
|
41-0919654
|
(State or other jurisdiction of incorporation)
|
|
(IRS Employer Identification No.)
|
4400 West 78th Street Suite 520
Minneapolis, Minnesota 55435
(Address of principal executive offices, including zip code)
(952)
835-1874
(Registrants 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))
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule
12b-2
of the Exchange Act (17 CFR
240.12b-2).
Emerging growth
company ☐.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐.
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
|
(d)
Election of New Director
On October 2, 2018, the Board of Directors (the Board) of Apogee Enterprises, Inc. (the Company) elected Mark A. Pompa, 53,
to serve as a Class III director for a term expiring at the Companys 2019 Annual Meeting of Shareholders. Mr. Pompa was also appointed to the Boards Audit Committee and, was determined by the Board to be, an audit committee
financial expert. The Board also determined that Mr. Pompa is independent and meets the applicable director independence requirements of the NASDAQ Stock Market LLC and the Companys director independence standards, as adopted by the
Board. In connection with the election of Mr. Pompa, the Board increased the number of directors of the Company from nine to ten pursuant to the provisions of Section 2.01 of the Companys Amended and Restated
By-Laws.
Mr. Pompa has served since 2006 as executive vice president and chief financial officer of EMCOR
Group, Inc., a Fortune 500 company providing mechanical and electrical construction services, and industrial and energy infrastructure and building services. Previously, he was senior vice president and chief accounting officer of EMCOR
from 2003 to 2006, and treasurer from 2003 to 2007. He joined EMCOR in 1994, serving as vice president and controller until 2003. Prior to joining EMCOR, Mr. Pompa was an audit and business advisory manager at Arthur Andersen LLP.
There is no arrangement or understanding between Mr. Pompa and any other person pursuant to which Mr. Pompa was elected as a director. For his
service as a
non-employee
member of the Board, Mr. Pompa will participate in the
non-employee
director compensation arrangements in effect during his service.
Mr. Pompa will receive the current 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 October 2, 2018, in connection with Mr. Pompas election to
the Board, Mr. Pompa received a time-based restricted stock unit award consisting of 1,768 shares of the Companys common stock, which will vest in three equal annual installments, assuming he continues to serve as a director, on the first
three anniversaries of the date of grant. The issuance of the shares of common stock in connection with the restricted stock units will be deferred. The restricted stock units were issued pursuant to the Companys 2009
Non-Employee
Director Stock Incentive Plan. The closing price of the Companys common stock on the NASDAQ Global Select Market on October 2, 2018 was $40.29. Mr. Pompa 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, each as
described under the heading
Non-Employee
Director Compensation in the Companys proxy statement delivered in connection with its 2018 Annual Meeting of Shareholders as filed with the
Securities and Exchange Commission on May 15, 2018. There are no related person transactions involving Mr. Pompa that are reportable under Item 404(a) of Regulation
S-K.
Mr. Pompa 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. Pompas election is attached hereto as Exhibit 99.1.
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits.
* Furnished herewith
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/ Patricia A. Beithon
|
|
|
Patricia A. Beithon
General Counsel and
Secretary
|
Date: October 5, 2018
Apogee Enterprises (NASDAQ:APOG)
Historical Stock Chart
From Jul 2024 to Aug 2024
Apogee Enterprises (NASDAQ:APOG)
Historical Stock Chart
From Aug 2023 to Aug 2024