[8-K] Apogee Enterprises Inc Reports Material Event

Rhea-AI Filing Summary

Apogee Enterprises, Inc. (Nasdaq: APOG) filed a Form 8-K reporting the voting results from its June 25, 2025 Annual Meeting of Shareholders.

Director elections (Item 1): Class III nominees Elizabeth M. Lilly and Mark A. Pompa were re-elected for three-year terms expiring in 2028. Lilly received 17,448,093 for votes (≈ 98.9% of votes cast) and Pompa received 16,601,947 for votes (≈ 94.0%). Broker non-votes totaled 1,079,473 for each nominee.

Say-on-pay (Item 2): Shareholders approved the advisory resolution on executive compensation with 16,234,504 votes for (≈ 92.1%), 1,392,456 against, and 33,864 abstain.

Auditor ratification (Item 3): Deloitte & Touche LLP was re-appointed as independent auditor for fiscal 2026 with 18,487,452 for votes (≈ 98.7%) versus 238,253 against.

No other matters were brought before the meeting, and no financial results or strategic transactions were disclosed. The filing is largely procedural, confirming continued board composition, shareholder support for pay practices, and auditor continuity.

Positive

• Strong shareholder support for all three proposals, with over 92% approval on say-on-pay and nearly 99% on auditor ratification, signals confidence in management and governance.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Routine annual-meeting votes passed with strong support; limited immediate financial impact.

The near-unanimous reelection of directors and high approval rates for both say-on-pay and auditor ratification indicate shareholder satisfaction with Apogee’s governance and compensation policies. Support levels exceed typical S&P SmallCap averages, suggesting no activist pressure. Because the 8-K contains no financial guidance, operational updates, or strategic announcements, market impact should be modest. The filing nonetheless removes uncertainty around auditor retention and board continuity, which is marginally positive for risk perception.

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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

June 25, 2025

Date of Report (date of earliest event reported)

___________________________________

APOGEE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

___________________________________

Minnesota (State or other jurisdiction of incorporation or organization)			0-6365 (Commission File Number)			41-0919654 (I.R.S. Employer Identification Number)
4400 West 78th Street - Suite 520 Minneapolis, Minnesota 55435
(Address of principal executive offices and zip code)
(952) 835-1874
(Registrant's telephone number, including area code)

___________________________________

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			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 12b-2 of the Exchange Act.

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 5.07 Submission of Matters to a Vote of Security Holders.

The Company's Annual Meeting of Shareholders (the "Annual Meeting") was held on June 25, 2025. The three proposals voted upon at the Annual Meeting are described in detail in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on May 13, 2025. The final results for the votes regarding each proposal are set forth below.

1.A proposal to re-elect two Class III directors for three-year terms expiring at the 2028 Annual Meeting of Shareholders. Each of the director nominees was re-elected and received the following votes:

Class II Directors						For						Against						Abstain						Broker Non-Votes
Elizabeth M. Lilly						17,448,093						191,789						20,942						1,079,473
Mark A. Pompa						16,601,947						1,054,991						3,886						1,079,473

2.An advisory vote to approve the Company's executive compensation. The proposal was approved and received the following votes:

For						Against						Abstain						Broker Non-Votes
16,234,504						1,392,456						33,864						1,079,473

3.A proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending February 28, 2026. The proposal was approved and received the following votes:

For

Against

Abstain

Broker Non-Votes

18,487,452

238,253

14,592

N/A

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

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

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/ Meghan M. Elliott

Meghan M. Elliott

Chief Legal Officer and Secretary

Date: July 7, 2025

FAQ

What was approved at Apogee's 2025 Annual Meeting?

Re-election of two directors, approval of executive compensation, and ratification of Deloitte & Touche LLP as auditor were all approved.

How did shareholders vote on Apogee’s say-on-pay proposal?

Approximately 92% voted in favor (16.23 million for; 1.39 million against).

Were Apogee’s director nominees re-elected?

Yes. Elizabeth M. Lilly received 17.45 million votes for; Mark A. Pompa received 16.60 million votes for.

Did shareholders ratify Apogee’s auditor for FY 2026?

Yes, Deloitte & Touche LLP was ratified with 18.49 million votes for and only 0.24 million against.

Does the 8-K include new financial guidance for APOG?

No. The filing is limited to voting results and contains no earnings or guidance updates.