Form 8-K - Current report

Date: October 18, 2023

APOGEE ENTERPRISES, INC.

/s/ Meghan M. Elliott

Meghan M. Elliott

Senior Vice President, General Counsel and Secretary

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 (Date of earliest event reported): October 14, 2023

APOGEE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Minnesota

(State or other jurisdiction of incorporation)


0-6365		41-0919654
(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)

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

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.33 1/3 Par Value

APOG

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

The Board of Directors (the “Board”) of Apogee Enterprises, Inc. (the “Company”) appoints officers of the Company. The Board has reassigned Brent C. Jewell, from his current role as President, Architectural Framing Systems of the Company, and appointed him to President, Architectural Glass, effective as of October 18, 2023. Mr. Jewell succeeds Nick C. Longman, who the Board has concurrently reassigned and appointed as President, Architectural Framing Systems, also effective October 18, 2023.

In connection with the foregoing appointments, the Company will grant to Messrs. Jewell and Longman 2,200 restricted shares of the Company’s common stock. Assuming continued employment with the Company, one-half of the restricted shares will vest annually over two years, starting on the one-year anniversary of the appointments. The shares of restricted stock will be granted to Messrs. Jewell and Longman pursuant, and subject, to the terms of the Company’s 2019 Stock Incentive Plan and the customary forms of award agreements.

Item 7.01

Regulation FD Disclosure

A copy of the Company’s press release announcing the officer transition has been furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in the press release is being furnished, not filed, pursuant to Item 7.01. Accordingly, the information in the press release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibit.


Exhibit Number		Description

99.1		Press release dated October 18, 2023

104		Cover Page interactive Data File (embedded within the Inline XBRL document).

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.

Exhibit 99.1

LOGO

Press Release

FOR RELEASE: October 18, 2023

Apogee Enterprises Announces Leadership Transition

MINNEAPOLIS, MN, October 18, 2023 – Apogee Enterprises, Inc. (Nasdaq: APOG) today announced a transition in its segment leadership. Effective immediately, Brent C. Jewell will assume the role of President of Apogee’s Architectural Glass Segment. Brent will succeed Nick C. Longman, who has concurrently been named President of Apogee’s Architectural Framing Systems Segment.

“This leadership transition comes two years into the execution of Apogee’s new enterprise strategy, over which time the Glass and Framing Systems Segments have achieved significant operational and financial improvements,” said Ty R. Silberhorn, Chief Executive Officer. “This transition will align Brent and Nick’s leadership strengths with the business needs of the two segments as we continue to advance our strategy. The move will also provide both leaders the opportunity to further their professional development, strengthening the company’s talent bench.”

Mr. Silberhorn continued, “I would like to recognize Brent and Nick for the tremendous success that Framing Systems and Glass have achieved under their leadership. This change will provide renewed focus and energy as we build on this record of success, driving continued profitable growth in the years ahead.”

Brent C. Jewell has served as President of Apogee’s Architectural Framing Systems Segment since August 2019. He joined Apogee in 2018 as Senior Vice President, Business Development and Strategy. In that role he led efforts to develop Apogee’s business strategy and was responsible for implementing increased cross-business collaboration to drive top-line growth. Before joining Apogee, Brent spent seven years at Valspar, a global leader in the coatings industry, where he held senior level positions in their General Industrial Americas and North America Wood Coatings divisions. Before Valspar, Brent held senior level positions in sales, marketing and general management at NewPage, a leading manufacturer of coated printing and specialty papers.

Apogee Enterprises, Inc. • 4400 West 78^th Street • Minneapolis, MN 55435 • (952) 835-1874 • www.apog.com

Apogee Enterprises, Inc.

Page 2

Nick C. Longman joined Apogee as President of the Architectural Glass Segment in 2021. He came to Apogee with a strong track record of leading businesses across multiple industries, with experience executing successful growth strategies while driving significant improvements in operational performance. Before joining Apogee, Nick was Chief Executive Officer for Harvey Building Products, a manufacturer and distributor of replacement and new construction windows, doors, and accessory products. Prior to Harvey, he held functional and businesses leadership roles at Colfax, Rexnord Corporation, and Danaher Corporation.

About Apogee Enterprises, Inc.

Apogee Enterprises, Inc. (Nasdaq: APOG) is a leading provider of architectural products and services for enclosing buildings, and high-performance glass and acrylic products used for preservation, energy conservation, and enhanced viewing. Headquartered in Minneapolis, MN, our portfolio of industry-leading products and services includes high-performance architectural glass, windows, curtainwall, storefront and entrance systems, integrated project management and installation services, as well as value-added glass and acrylic for custom picture framing and displays. For more information, visit www.apog.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “should” and similar expressions are intended to identify “forward-looking statements.” These statements reflect Apogee management’s expectations or beliefs as of the date of this release. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements are subject to significant risks that could cause actual results to differ materially from the expectations reflected in the forward-looking statements. More information concerning potential factors that could affect future financial results is included in the company’s Annual Report on Form 10-K for the fiscal year ended February 25, 2023 and in subsequent filings with the U.S. Securities and Exchange Commission.

Contact:

Jeff Huebschen

Vice President, Investor Relations & Communications

952.487.7538

ir@apog.com

Apogee Enterprises, Inc. • 4400 West 78^th Street • Minneapolis, MN 55435 • (952) 835-1874 • www.apog.com

Document and Entity Information	Oct. 14, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000006845
Document Type	8-K
Document Period End Date	Oct. 14, 2023
Entity Registrant Name	APOGEE ENTERPRISES, INC.
Entity Incorporation State Country Code	MN
Entity File Number	0-6365
Entity Tax Identification Number	41-0919654
Entity Address, Address Line One	4400 West 78th Street
Entity Address, Address Line Two	Suite 520
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55435
City Area Code	(952)
Local Phone Number	835-1874
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.33 1/3 Par Value
Trading Symbol	APOG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false