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Item 9A. Controls and Procedures

2023-04-21 compared with 2022-04-22 · 31 added, 11 removed, 201 unchanged (17% of the section changed)

23 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is set forth under the headings “Equity Compensation Plan Information”, “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Directors and Management” in our 2022 Proxy Statement.

This information is incorporated herein by reference.

The following table summarizes, with respect to our equity compensation plans, the number of shares of our common stock to be issued upon exercise of outstanding options, warrants and other rights to acquire shares, the weighted-average exercise price of these outstanding options, warrants and rights, and the number of shares remaining available for future issuance under our equity compensation plans as of February 25, 2023, the last day of fiscal 2023.

Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in the First Column)

Equity compensation plans approved by security holders 440,122 (1) (2)

1,060,834 (4)

Equity compensation plans not approved by security holders None None None

Total 440,122 $ 10.10 1,060,834

Includes shares underlying performance share unit awards granted under our 2019 Stock Incentive Plan, 61,528 restricted stock unit awards granted under our 2019 Stock Incentive Plan, 2009 Non-Employee Director Stock Plan, and 2019 Non-Employee Director Stock Plan, 61,196 phantom shares under our Deferred Compensation Plan for Non-Employee Directors, and 158,000 stock option awards granted under our 2019 Stock Incentive Plan.

Dividends accrue on the outstanding performance share units during the three-year performance periods but will be paid only on shares earned at the end of each performance period.

Certain outstanding restricted stock units have dividend rights attached, but none of the restricted stock units are transferable.

At the beginning of fiscal years 2022 and 2023, performance share units were awarded to plan participants which will vest based on our Company’s performance over a three-year performance period.

The performance share units represent the right to receive shares of our common stock at the end of the three-year performance period.

Pursuant to SEC rules and the reporting requirements for this table, we have included in this column 159,398 shares underlying the outstanding performance share units at maximum level performance, assuming our Company performed at the maximum level during the applicable performance periods.

Only 79,699 shares underly the performance awards at target level performance.

Pursuant to SEC rules and the reporting requirements for this table, we have not included in this column 313,552 shares of restricted stock that are issued and outstanding.

All shares of restricted stock outstanding have dividend rights attached, but none of the shares of restricted stock are transferable.

In calculating the weighted-average exercise price of outstanding options, warrants and rights, the performance share units, restricted stock, restricted stock units and phantom shares do not have an exercise price, and the calculation only includes the 79,699 shares underlying the performance share units at target level performance.

Pursuant to SEC Rules and the reporting requirements for this table, of these shares, 3,987 are available for issuance under our Legacy Partnership Plan;

1,002,063 are available for grant under our 2019 Stock Incentive Plan;

37,294 are available for grant under our 2019 Non-Employee Director Stock Plan;

and 17,490 are available for grant under our Deferred Compensation Plan for Non-Employee Directors.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

81 unchanged sentences

Apogee Enterprises, Inc.

401(k) Retirement Plan, effective January 1, 2015.

Incorporated by reference to Exhibit 4.4 to Registrant's Registration Statement on Form S-8 filed October 9, 2015.

2019 Non-Employee Director Stock Plan.

Incorporated by reference to Exhibit 4.6 to Registrant's Registration Statement on Form S-8 filed on February 12, 2020.

Apogee Enterprises, Inc.

39 unchanged sentences

Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed on December 21, 2020.

F orm of Restricted Stock Agreeme nt.

Incorporated by reference to Exhibit 10.1 to R egistrant's Current Report on Form 8-K filed on April 26, 2021.

F orm of Performance Award Agreement.

Incorporated by ref erence to Exhibit 10.2 to Re gistrant's Current Report on Form 8-K filed on April 26, 2021.

Form of Restricted Stock Agreement.

Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on April 26, 2021.

Form of Performance Award Agreement.

Incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K filed on April 26, 2021.

Form of Executive Short-Term Incentive Plan Memorandum.

1 unchanged sentence

Executive Short-Term Incentive Plan Terms and Conditions.

Incorporated by ref erence to Exhibit 10.4 to Registrant's Current Report on Form 8-K filed on April 26, 2021.

Incorporated by reference to Exhibit 10.4 to Registrant's Current Report on Form 8-K filed on April 26, 2021.

Third Amended and Restated Credit Agreement, dated as of June 25, 2019, by and among Apogee Enterprises, Inc., as the Borrower, the Lenders referred to therein, Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender, and U.S.

30 unchanged sentences

Signature Title Signature Title

Silberhorn Chief Executive Officer and /s/ Nisheet Gupta Executive Vice President and

Silberhorn Chief Executive Officer and /s/ Mark R.

Augdahl Interim Chief Financial Officer

Silberhorn Director

(Principal Executive

Officer) Nisheet Gupta Chief Financial Officer (Principal

Officer) Mark R.

Augdahl (Principal

Financial and

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures