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 4, 2017

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)

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

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))

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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.  ☐

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

 

(e)	Amendment to the Apogee Enterprises, Inc. 2011 Deferred Compensation Plan

On October 4, 2017, the Board of Directors of Apogee Enterprises, Inc. adopted the Third Amendment (the “Amendment”) to the Apogee Enterprises, Inc. 2011 Deferred Compensation Plan (the “Plan”). The Amendment amends the defined term, “Retirement,” under the Plan to mean a participant’s separation from service after the earlier of (i) attainment of age 65 or (ii) attainment of age 60 and the completion of five years of service. The new definition is effective with respect to compensation deferral agreements that become irrevocable under the Plan after October 1, 2017.

The foregoing summary is qualified by reference to the Amendment attached hereto as Exhibit 10.1, which is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d)

Exhibits.

Exhibit 10.1 Third Amendment to the Apogee Enterprises, Inc. 2011 Deferred Compensation Plan, dated October 5, 2017.

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, thereunto duly authorized.

 

				APOGEE ENTERPRISES, INC.
				By:		/s/ Patricia A. Beithon
						Patricia A. Beithon General Counsel and Secretary

Dated: October 9, 2017

Exhibit 10.1

THIRD AMENDMENT TO THE

APOGEE ENTERPRISES, INC.

2011 DEFERRED COMPENSATION PLAN

WHEREAS, Apogee Enterprises, Inc. (the “Company”) adopted the Apogee

Enterprises, Inc. 2011 Deferred Compensation Plan effective as of January 1, 2011 (the

“Plan”), and as thereafter amended; and

WHEREAS, the Board of Directors has the authority to amend the Plan pursuant

to Section 11.2 of the Plan; and

WHEREAS, the Board of Directors desires to amend the Plan, effective October

1, 2017, to modify the definition of Retirement in the Plan.

NOW, THEREFORE, the Plan is hereby amended, effective October 1, 2017, in

the following respects:

 

1.

Section 2.35 of the Plan (as renumbered under the First Amendment of the

 

Plan) is hereby amended to read as follows:

 

2.35

Retirement. Retirement means a Participant’s Separation from

Service after the earlier of attainment of age 65 or attainment of

age 50 and completion of 15 Years of Service. Effective with

respect to Compensation Deferral Agreements that become

irrevocable under Section 4.2 on or after October 1, 2017,

Retirement means a Participant’s Separation from Service after

the earlier of attainment of age 65 or attainment of age 60 and

completion of 5 Years of Service.

IN WITNESS WHEREOF, the undersigned executed this Third Amendment

as of the 5th day of October, 2017, to be effective as of the date specified above.

Apogee Enterprises, Inc.

By: Joseph F. Puishys (Print Name)

Its: Chief Executive Officer and President (Title)

/s/ Joseph F. Puishys     10/5/17           (Signature)