Not independent
Tenure on this board
12.9 yrs
7 nominees · 4 ballot items.
Vote to elect two Class I directors; advisory approval of executive compensation (Say-on-Pay); approve amendment to the 2019 Stock Incentive Plan to increase the share reserve from 2,150,000 to 2,950,000; and ratify Deloitte & Touche LLP as independent auditors for fiscal 2027.
Elect two Class I director nominees (Donald A. Nolan and Patricia K. Wagner) to serve three-year terms expiring at the 2029 Annual Meeting.
Non-binding, advisory vote to approve the compensation of Apogee’s Named Executive Officers as disclosed in the proxy statement.
This advisory (non-binding) Say-on-Pay proposal asks shareholders to approve the Company’s 2026 executive compensation disclosures and program design. Management seeks approval to validate its pay-for-performance framework, which emphasizes a large at‑risk component through short-term cash incentives and long-term equity awards tied to multi-year performance metrics (60% of performance awards are based on cumulative Adjusted Diluted EPS and 40% on average Adjusted ROIC for the 2026–2028 performance cycle). The Compensation Committee highlights features intended to align management and shareholder interests: significant equity at risk, stock ownership guidelines, clawback policies, anti-hedging/anti-pledging rules, and a mix of service-based restricted stock and performance awards. Context includes recent executive transitions (new CEO appointed October 31, 2025) and targeted changes to incentive metrics (transition to Adjusted EBITDA for short-term cash incentives and inclusion of Adjusted Diluted EPS in long-term metrics). The Board recommends FOR, citing alignment of compensation with business strategy, retention needs during executive transition, and past shareholder support (91.92% approval in 2025). Management also notes caps, multi-metric design, and annual disclosures intended to mitigate excessive risk-taking and address governance concerns. A sophisticated evaluator should weigh the program’s design, the size and structure of CEO and senior officer awards (including the CEO Offer Letter and one-time Service Award), the company’s recent financial performance and TSR, and how governance safeguards might offset concentrated awards during leadership change.
Approve amendment and restatement of the 2019 Stock Incentive Plan to increase the share reserve by 800,000 shares from 2,150,000 to 2,950,000.
This proposal asks shareholders to approve an amendment and restatement of Apogee’s 2019 Stock Incentive Plan to add 800,000 shares to the plan reserve, increasing the total from 2,150,000 to 2,950,000. Management seeks approval to maintain capacity to grant equity incentives needed for attraction, retention and long-term alignment of employees and executives; the Compensation Committee expects the additional shares to support the company for approximately three years based on historical grant practices. The proxy provides governance safeguards: a one‑year minimum vesting requirement (with limited exceptions for up to 5% of the reserve), per‑person annual limits (200,000 shares for employees/officers and 30,000 for consultants), no evergreen automatic replenishment, no liberal recycling of surrendered shares, and prohibitions on repricing options or granting discounted options without shareholder approval. Management discloses recent burn rates (2.07% in fiscal 2026; three-year average 1.40%), current remaining reserve (~390,862 shares as of Feb 28, 2026) and total potential dilution would increase to 6.85% if the new shares are approved. The Board recommends FOR to preserve the Company’s ability to deliver competitive equity awards—analysts should weigh the requested increase against dilution metrics, historical burn rate trends, the company’s equity usage (notably large full-value grants in fiscal 2026), and plan features that limit excessive dilution or repricing. The approval would enable continued use of long-term equity to support strategic goals, but shareholders should assess overlapping retention grants and recent sizable one-time awards when evaluating the marginal benefit of the additional reserve.
Non-binding vote to ratify the Audit Committee’s appointment of Deloitte & Touche LLP as Apogee’s independent registered public accounting firm for the fiscal year ending February 27, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.17% | 2,371,007 | $80M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.26% | 1,540,329 | $52M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.78% | 1,014,549 | $34M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.44% | 941,518 | $32M |
| 5 | AMERICAN CENTURY COMPANIES INC | 4.17% | 885,233 | $30M |
| 6 | STATE STREET CORP | 3.87% | 820,824 | $28M |
| 7 | BlackRock, Inc. | 3.22% | 682,772 | $23M |
| 8 | TWO SIGMA INVESTMENTS, LP | 2.67% | 565,934 | $19M |
| 9 | SEGALL BRYANT HAMILL, LLC | 2.41% | 512,331 | $17M |
| 10 | LSV ASSET MANAGEMENT | 2.24% | 474,653 | $16M |
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