<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
APOGEE ENTERPRISES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[APOGEE LOGO]
May 3, 2000
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to
be held in the Lutheran Brotherhood Building Auditorium, 625 Fourth Avenue
South, Minneapolis, Minnesota, commencing at 10:00 a.m. on Tuesday, June 20,
2000.
The Secretary's formal notice of the meeting and the Proxy Statement appear
on the following pages and describe the matters to come before the meeting.
During the meeting, time will be provided for a review of the activities of
the past year and items of general interest about the Company.
We hope that you will be able to attend the meeting in person, and we look
forward to seeing you. Shareholders of record can vote their shares by marking
their votes on the enclosed proxy card, signing and dating it, and mailing it
in the enclosed envelope as quickly as possible, even if planning to attend
the meeting. You may also vote your shares by using the Internet. Instructions
for using this service are set forth on the enclosed proxy card. You may vote
in person at that time if you so desire.
Sincerely,
/s/ Russell Huffer
Russell Huffer
Chairman, President and
Chief Executive Officer
<PAGE>
APOGEE ENTERPRISES, INC.
7900 Xerxes Avenue South
Suite 1800
Minneapolis, MN 55431-1159
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on June 20, 2000
----------------
Notice is hereby given that the Annual Meeting of Shareholders of APOGEE
ENTERPRISES, INC. will be held in the Lutheran Brotherhood Building
Auditorium, 625 Fourth Avenue South, Minneapolis, Minnesota, commencing at
10:00 a.m. on Tuesday, June 20, 2000 for the following purposes:
1. To elect four directors for a three-year term and one director for a
one-year term;
2. To ratify the appointment of Arthur Andersen LLP as independent
auditors for the fiscal year ending March 3, 2001; and
3. To transact such other business as may properly be brought before the
meeting.
The Board of Directors has fixed April 25, 2000 as the record date for the
meeting. Only shareholders of record at the close of business on that date are
entitled to receive notice of and vote at the meeting.
Your proxy is important to ensure a quorum at the meeting. Even if you own
only a few shares, and whether or not you expect to be present, you are
urgently requested to date, sign and mail the enclosed proxy in the postage-
paid envelope provided or vote your shares by using the Internet. Instructions
for using this service are explained on the enclosed proxy card. The proxy may
be revoked by you at any time and delivery of your proxy will not affect your
right to vote in person if you attend the meeting.
By Order of the Board of Directors,
/s/ Patricia A. Beithon
Patricia A. Beithon
General Counsel and Secretary
Minneapolis, Minnesota
May 3, 2000
<PAGE>
APOGEE ENTERPRISES, INC.
PROXY STATEMENT
The enclosed proxy is being solicited on behalf of the Board of Directors
of Apogee Enterprises, Inc. (the "Company") for use at the Annual Meeting of
Shareholders to be held on June 20, 2000. Only shareholders of record at the
close of business on April 25, 2000 will be entitled to notice of and to vote
at the meeting. A shareholder executing a proxy retains the right to revoke it
by notice in writing to the Secretary of the Company at any time prior to its
use. Proxies in the accompanying form which are properly executed, duly
returned and not revoked will be voted in the manner specified. If a proxy is
properly executed but does not specify any or all choices on it, the proxy
will be voted as follows: (i) in favor of the election as Class II directors
of the nominees described herein and in favor of the election as Class III
director of the nominee described herein; (ii) in favor of the appointment of
Arthur Andersen LLP as independent auditors of the Company; and (iii) in the
discretion of the persons named in the proxy, as to such other matters as may
properly come before the meeting, as to which the Company did not have
knowledge prior to February 22, 2000.
If an executed proxy is returned and the shareholder has voted "withhold"
or "abstain" on any matter, the shares represented by such proxy will be
considered present at the meeting for purposes of determining a quorum and for
purposes of calculating the vote with respect to such matter, but will not be
considered to have been voted in favor of such matter. If an executed proxy is
returned by a broker holding shares in street name which indicates that the
broker does not have discretionary authority as to certain shares to vote on
one or more matters, such shares will be considered represented at the meeting
for purposes of determining a quorum but not represented at the meeting for
purposes of calculating the vote with respect to such matter or matters.
The address of the Company is Suite 1800, 7900 Xerxes Avenue South,
Minneapolis, Minnesota 55431-1159. The telephone number is (952) 835-1874. The
mailing of this proxy statement and form of proxy to shareholders will
commence on or about May 9, 2000.
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS
At April 25, 2000, there were 27,853,722 shares of common stock, par value
$.33 1/3, issued and outstanding. Each share is entitled to one vote. The
following table sets forth information concerning beneficial ownership of
common stock of the Company by persons who are known by the Company to own
more than 5% of the outstanding voting stock of the Company at March 31, 2000,
except as noted below. Unless otherwise indicated, all shares represent sole
voting and investment power.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership Class
------------------- -------------------- ----------
<S> <C> <C>
Trust of Russell H. Baumgardner(6/6/86) (1)
.......................................... 2,101,388 7.6%
c/o Lionel, Sawyer, & Collins
1100 Bank of America Plaza
50 West Liberty Street
Reno, NV 89501
David L. Babson & Co., Inc. (2)............ 1,984,800 7.2%
One Memorial Drive
Cambridge, MA 02142
Putnam Investments (3)..................... 1,636,080 5.9%
One Post Office Square
Boston, MA 02109
</TABLE>
- --------
(1) With respect to the information reported relating to the Russell H.
Baumgardner Trust (the "Trust") dated June 6, 1986, the Company has
relied upon the information supplied by its transfer agent as of March
31,
1
<PAGE>
2000. The 2,101,388 shares held by the Trust are also deemed to be
beneficially owned by Messrs. Donald W. Goldfus, O. Walter Johnson and
Laurence J. Niederhofer, because they share voting and investment power as
trustees of the Trust. If the shares held by the Trust were included in the
holdings of Messrs. Goldfus, Johnson, and Niederhofer, such individuals'
common stock holdings would be as follows: Goldfus, 2,995,348 (10.8%),
Johnson, 2,119,488 (7.6%) and Niederhofer, 2,614,692 (9.4%).
(2) With respect to the information reported relating to David L. Babson &
Co., Inc. (Babson), the Company has relied upon the information supplied
by Babson in a Schedule 13G filing received by the Company with respect
to information as of December 31, 1999. Babson serves as the sub-advisor
and the investment manager of various mutual funds, which hold such
shares in the ordinary course of business. As such, Babson exercises
shared investment discretion over various institutional accounts, which
held 1,984,800 shares of the Company's Common Stock as of December 31,
1999. Of the shares reported, David L. Babson & Co., Inc. has sole voting
power with respect to all 1,984,800 shares.
(3) With respect to the information reported relating to Putnam Investments
(Putnam), the Company has relied upon the information supplied by Putnam
in a Schedule 13G filing received by the Company with respect to
information as of December 31, 1999. Putnam serves as the sub-advisor and
the investment manager of various mutual funds, which hold such shares in
the ordinary course of business. As such, Putnam exercises shared
investment discretion over various institutional accounts, which held
1,636,080 shares of the Company's Common Stock as of December 31, 1999.
Of the shares reported, Putnam Investments has sole voting power with
respect to 1,458,770 shares and shares voting power with respect to
177,310 shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, certain officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of
ownership on Form 3 and changes in ownership on Forms 4 or 5 with the
Securities and Exchange Commission (the "Commission") and the NASDAQ National
Market. Specific due dates for these reports have been established by the
Commission and the Company is required to disclose in this Proxy Statement any
failure to file reports by such dates. Based solely on its review of the
copies of such reports received by it, or written representations from certain
reporting persons, the Company believes that, during the fiscal year ended
February 26, 2000, except for the late filing of a Form 5 by Mr. Mitchell, a
director of the Company, all Section 16(a) filing requirements applicable to
its officers, directors and ten percent shareholders were complied with.
Item 1: ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide that the Board of Directors
("the Board") shall be divided into three classes of directors of as nearly
equal size as possible and further provide that the total number of directors
be determined exclusively by the Board. The term of each class of director is
three years, and the term of one class expires each year in rotation.
Currently, there are ten directors. In addition, the Board has nominated Ray
C. Richelsen to complete the remaining one-year term of Jerome B. Cohen, a
former Class III director. The terms of the directors of Class II, consisting
of Directors Bernard P. Aldrich, Harry A. Hammerly, Russell Huffer and
Laurence J. Niederhofer, expire at the 2000 Annual Meeting of Shareholders.
Messrs. Hammerly and Niederhofer have been members of the Board since 1994 and
1964, respectively, and were last elected to the Board at the 1997 Annual
Meeting of Shareholders. Mr. Huffer has been a member of the Board since 1998.
In addition, Mr. Aldrich has joined the Board since the date of the last
annual meeting of shareholders. The terms of the Class III and Class I
directors expire at the 2001 and 2002 Annual Meeting of Shareholders,
respectively.
Mr. Cohen was a member of the Board of Directors from his election in
October of 1997 until his death in November 1999. The Company and the Board
will miss Mr. Cohen's presence and wise counsel.
Unless authority is withheld, the Proxy solicited hereby will be voted FOR
the election of each of Messrs. Aldrich, Hammerly, Huffer and Niederhofer for
a three-year term and Mr. Richelsen for a one-year term
2
<PAGE>
expiring at the 2003 and 2001 Annual Meeting of Shareholders, respectively.
The affirmative vote of a majority of the shares of common stock of the
Company entitled to vote and present in person or by proxy at the annual
meeting is necessary to elect each nominee.
Management has no reason to expect that any of the nominees will fail to be
a candidate at the annual meeting and, therefore, does not have in mind any
substitute or substitutes for any of the nominees. If any of the nominees
should be unable to serve as director (which event is not anticipated),
proxies will be voted for a substitute nominee or nominees in accordance with
the best judgment of the person or persons acting under the proxies.
The following table sets forth certain information as to each nominee for
the office of director, as well as directors whose terms of office will
continue after the Annual Meeting of Shareholders is held.
<TABLE>
<CAPTION>
Name and Principal Occupation Age Director Since Term Expires
----------------------------- --- -------------- ------------
<S> <C> <C> <C>
Bernard P. Aldrich (Class II)................ 50 1999 2000
President & CEO of Rimage Corporation (a
leading designer and manufacturer of on-
demand publishing and duplicating systems
for CD-recordable and DVD-recordable
media) since December 1996. President of
several manufacturing companies controlled
by Activar, Inc. from January 1995 to
December 1996. Mr. Aldrich is also a
director of Rimage, Inc.
Committees: Compensation
Donald W. Goldfus (Class III)................ 66 1964 2001
Chairman of the Board of Directors from
1988 to June 1999 and Chief Executive
Officer of the Company from 1986 to
January 1998. President of the Company
from 1995 to January 1998. Prior to that,
various senior management positions with
the Company. Mr. Goldfus is also a
director of G&K Services, Inc. and
Lifetouch, Inc.
Committees: Corporate Governance
Barbara B. Grogan (Class I).................. 52 1996 2002
Chairman of the Board of Directors and
President, Western Industrial Contractors
(a construction company specializing in
machinery erection and installation) since
1982. Ms. Grogan is also a director of
Deluxe Corporation and Pentair, Inc.
Committees: Audit and Corporate Governance
Harry A. Hammerly (Class II)................. 66 1994 2000
Former Executive Vice President, 3M Company
(industrial, consumer and health care
products manufacturer). Executive Vice
President, International Operations, 3M
Company from 1991 to 1995. Prior to that,
various senior management positions with
3M Company since 1973 and other positions
since 1955. Mr. Hammerly is also a
director of Milacron, Inc., BMC
Industries, Inc. and Brown & Sharpe
Manufacturing Company.
Committees: Audit, Corporate Governance and
Finance
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Occupation Age Director Since Term Expires
----------------------------- --- -------------- ------------
<S> <C> <C> <C>
J. Patrick Horner (Class I).................. 50 1999 2000
Chairman of The Horner Group, an IT
consulting firm, since 1997. President and
Board member of Management Support
Technologies (lead consulting unit of
Condor Technology Solutions, an
informational technology services company)
from 1997 through 1998. Senior Vice
President of Intersolv Corporation from
1995 into 1997. Prior to this position,
Mr. Horner held positions related to
information technology services, including
five years as president and Chief
Operating Officer and Board member of
Perot Systems Corporation.
Committees: Audit
Russell Huffer (Class II).................... 50 1998 2000
Chairman of the Board, since June 1999, and
Chief Executive Officer and President of
the Company since January 1998. Prior to
that, various senior management positions
with the Company or its subsidiaries since
1986. Mr. Huffer is also a director of
Hutchinson Technologies
James L. Martineau (Class III)............... 59 1973 2001
Executive Vice President of the Company
from 1996 to 1998. Prior to that, various
senior management positions with the
Company since 1971. Mr. Martineau is also
a director of Pinnacle Entertainment
Stephen C. Mitchell (Class I)................ 56 1996 2002
President and Chief Operating Officer of
Lester B. Knight & Associates, Inc. (a
privately held, professional services
company) since 1975.
Committees: Compensation and Corporate
Governance
Laurence J. Niederhofer (Class II)........... 67 1964 2000
Retired Chief Executive Officer of the
Company's Wausau Architectural Products
Group.
Committees: Corporate Governance and
Finance
Ray C. Richelsen (Class III)................. 58 nominee 2001
Executive Vice President, Transportation,
Graphics and Safety Markets of 3M since
1999. Various senior management positions
with 3M from 1975 through 1998 and other
positions since 1963. Mr. Richelsen is
also a director of Banta Corporation.
Michael E. Shannon (Class III)............... 63 1998 2001
Chairman of the Board of Ecolab Inc.
(developer and marketer of premium
cleaning, sanitizing and maintenance
products and services) from 1996 through
1999. Chief Administrative Officer of
Ecolab Inc. from August 1992 through 1999
and Chief Financial Officer from 1984
through his retirement in 1999. Mr.
Shannon is also a director of Minnesota
Mutual Insurance Company.
Committees: Audit, Compensation and Finance
</TABLE>
- --------
None of the above nominees or directors is related to any other director or
to any executive officer of the Company. Except as indicated above, each of
the directors has maintained his or her current principal occupation for at
least the last five years.
The Board of Directors held nine meetings during the last fiscal year. The
Company has standing Audit, Compensation, Corporate Governance and Finance
Committees of the Board of Directors. The members of the
4
<PAGE>
various committees for fiscal 2000 are noted in the previous table. Each
member served on the listed committee from the 1999 Annual Meeting of
Shareholders through the 2000 Annual Meeting of Shareholders with the
following exception: in July 1999, Mr. Aldrich became a member of the
Compensation Committee.
The Audit Committee is responsible for providing oversight of the financial
functions of the Company, including financial reporting and both internal and
external auditing efforts (including recommendation of the independent
auditors to the Board of Directors); the Company's program to ensure ethical
business practices; the Company's system of controls; and the Company's risk
management program. The Audit Committee met four times during the fiscal year.
The Compensation Committee determines the salary and other compensation of
all elected officers and senior management. The Compensation Committee also
administers the 1997 Omnibus Stock Incentive Plan and the 1987 Partnership
Plan. The Compensation Committee met four times during the fiscal year.
The Finance Committee reviews significant policies and proposals of
management and makes recommendations to the Board with respect to the
following matters: financial condition and long-range financial objectives of
the Company; debt ratio and other financial coverage ratios; appropriate debt
limits; timing and adequacy of proposed financing vehicles; quarterly dividend
declarations; annual capital budget and financial impact to the Company of
proposed significant transactions. The Finance Committee met twice during the
fiscal year.
The Corporate Governance Committee periodically assesses the organization's
adherence to the Company's mission and principles, reviews the organizational
structure and succession plans, makes recommendations to the Board regarding
the composition and responsibilities of Board committees and annually conducts
a review of the performance of individual directors and the Board as a whole.
Non-employee director members of the Committee also annually review and
evaluate the performance of the Chief Executive Officer. The committee also
recommends new director nominees to the Board. The Committee will consider
qualified nominees recommended by shareholders. Any such recommendation for
the 2001 election of directors should be submitted in writing to the Secretary
of the Company at the address indicated on the Notice of Annual Meeting of
Shareholders no later than February 19, 2001. Such recommendation must include
information specified in the Company's Bylaws which will enable the Committee
to evaluate the qualifications of the recommended nominee. The Corporate
Governance Committee met four times during the fiscal year.
Each director attended more than 75% of the meetings of the Board and
Committees of which they were members during fiscal 2000.
Compensation of Directors
Directors, except for full-time employees of the Company, receive an annual
retainer of $18,000, plus a fee of $1,000 for each meeting of the Board of
Directors or its committees attended. The meeting fee for a committee chair is
$1,500 for each committee meeting chaired. Non-employee directors also receive
automatic, annual stock option grants to purchase 4,000 shares of the
Company's common stock under the 1997 Omnibus Stock Incentive Plan. The
Security Ownership table includes the options granted to the non-employee
directors in fiscal 2000, which for the non-employee directors as a group,
totaled 36,000 shares. The per share exercise price of all such options is
approximately $13.19. None of these options has been exercised.
Non-employee directors also may elect to participate in the Company's
Employee Stock Purchase Plan. Under the plan, participants may purchase the
Company's common stock by contributing up to $100 per week, with the Company
contributing an amount equal to 15% of the weekly contribution. For fiscal
2000, the Company contributed $2,820 to the Employee Stock Purchase Plan for
the benefit of all non-employee directors as a group.
Non-employee directors also may elect to participate in the Company's
Deferred Compensation Plan for Non-Employee Directors. This plan was adopted
by the Board in October 1998 and approved at the 1999 Annual
5
<PAGE>
Meeting to motivate the non-employee directors to continue to make
contributions to the growth and profits of the Company and to increase their
ownership of shares of Common Stock of the Company, thereby aligning their
interests in the long-term success of the Company with that of the other
shareholders. Under the plan, participants may defer a portion of their annual
retainer and meeting fees into deferred stock accounts. The Company will match
10% of the elected deferral. Each participating director will receive a credit
of shares of the Company's Common Stock in an amount equal to the amount
deferred divided by the fair market value of one share as of the crediting
date. These accounts will also be credited on each dividend payment date in an
amount equal to the dividend paid on a share of Common Stock multiplied by the
number of shares credited to each account. Participating directors also elect
to receive the amounts credited to their accounts in the form of shares of
Common Stock (plus cash in lieu of fractional shares) either in a lump sum or
in installments, and either at a fixed date, age 70, or following death or
retirement from the Board. This plan is an unfunded, book-entry, "phantom
stock unit" plan as to which no trust or other vehicle has been established to
hold any shares of Common Stock. For fiscal 2000, the Company accrued $7,375
for the 10% Company match to the Deferred Compensation Plan for Non-Employee
Directors for the benefit of all non-employee directors as a group.
The Company has a consulting agreement, effective as of July 1, 1998, with
James L. Martineau, a non-employee director, to provide consulting and
advisory services to the Company. Mr. Martineau's agreement covers three, one-
year terms ending July 1, 2001, and pays Mr. Martineau a fee of $250,000 per
year, plus certain out-of-pocket expenses and other benefits, including the
acceleration to July 1, 1998 of the vesting of certain previously granted
stock options, a payment of $227,200 (payable over three years) to compensate
Mr. Martineau for the reduction in value of certain stock options previously
granted to him resulting from Mr. Martineau's resignation as Executive Vice
President effective as of July 1, 1998, and the reimbursement of medical
expenses under the Company's existing medical plans. Mr. Martineau has agreed
not to compete with the Company during the term of this agreement.
The Company has a consulting agreement, effective as of June 28, 1999, with
Donald W. Goldfus, a non-employee director, to provide consulting and advisory
services to the Company. Mr. Goldus's agreement stays in effect as long as Mr.
Goldfus is a member of the Board of Directors of the Company. The agreement
pays Mr. Goldfus a fee of $1,000 per day for each day during the term of the
agreement in which he performs consulting services in excess of 10 hours per
month, plus certain out-of-pocket expenses and other benefits. During fiscal
2000, the Company paid Mr. Goldfus $18,500 in consulting fees. Mr. Goldfus has
agreed not to compete with the Company during the term of this agreement.
6
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the number of the Company's common shares
beneficially owned by each director and the executive officers of the Company
included in the Summary Compensation Table set forth under the caption
"Executive Compensation" and by all directors and executive officers of the
Company as a group, at March 31, 2000.
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership
---------------------------------------------------------
Options Phantom
Number of Exercisable Stock Percent of
Shares w/in 60 Units Outstanding
Name Held (1) days (5) Total Shares
---- --------- ----------- ------- --------- -----------
<S> <C> <C> <C> <C> <C>
Bernard P. Aldrich...... -- 4,000 -- 4,000 (7)
Robert G. Barbieri...... 20,171 22,500 -- 42,671 (7)
Michael A. Bevilacqua... 1,226 6,500 -- 7,726 (7)
Joseph T. Deckman....... 46,016 70,000 -- 116,016 (7)
Donald W. Goldfus....... 733,960(2)(3) 160,000 -- 893,960 3.2%
Barbara B. Grogan....... 1,697 12,000 -- 13,697 (7)
Harry A. Hammerly....... 9,182 22,380 3,573 35,135 (7)
J. Patrick Horner....... 964 8,000 2,083 11,047 (7)
Russell Huffer.......... 91,178 82,500 -- 173,678 (7)
James L. Martineau...... 255,927 4,000 -- 259,927 0.9%
Stephen C. Mitchell..... 5,697 12,000 -- 17,697 (7)
Laurence J.
Niederhofer............ 488,572(3)(4) 24,732 -- 513,304 1.9%
Martha L. Richards...... 9,251 11,250 -- 20,501 (7)
Michael E. Shannon...... 2,000 12,000 3,197 17,197 (7)
Larry D. Stordahl....... 1,538(6) 12,500 -- 14,038 (7)
All Directors and
Executive Officers as a
Group (17 persons)..... 1,668,136 468,862 8,853 2,145,851 7.7%
</TABLE>
- --------
(1) Each person shown has sole voting and investment power over shares unless
otherwise indicated. Shares beneficially owned include shares owned or
vested through the Company's 1987 Partnership Plan, Employee Stock
Purchase Plan, 401(k) Plan and Pension Plan.
(2) Includes 120,000 shares held by Mr. Goldfus' wife, as to which he
disclaims beneficial interest.
(3) The 2,101,388 shares held by the Russell H. Baumgardner Trust dated June
6, 1986 (see Security Ownership of Principal Shareholders) are also
deemed to be beneficially owned by Messrs. Goldfus and Niederhofer
because they share voting and investment power as trustees. If the shares
held by the Trust were included in the above table, the number of shares
held by each of Messrs. Goldfus and Niederhofer would be increased by
2,101,388 and the percent of outstanding shares would be as follows:
Goldfus, 10.8%; Niederhofer, 9.4%; and all directors and executive
officers as a group, 15.3%.
(4) Includes 60,448 shares held by Mr. Niederhofer's wife, as to which he
disclaims beneficial interest.
(5) Units, each representing one share of Common Stock, attributable to
accounts in the Company's Deferred Compensation Plan for Non-Employee
Directors. The participants in the plan do not have voting or investment
power with respect to these units.
(6) Includes 500 shares held by Mr. Stordahl's wife, as to which he disclaims
beneficial interest.
(7) Less than 1%.
7
<PAGE>
EXECUTIVE COMPENSATION
Compensation Committee Report
Overview and Philosophy
The compensation of executive officers is determined by the Compensation
Committee of the Board of Directors (the "Committee"). The Committee is
comprised entirely of non-employee directors. To assist in performing its duty
and to enhance the objectivity and independence of the Committee, the advice
and recommendations of an outside compensation consultant, as well as
independent compensation data, are periodically obtained. Independent
compensation data from other companies of similar size and complexity is also
periodically obtained. A comprehensive survey of the other companies and
review of the Company's executive compensation system and practices were
carried out by the Committee, with the assistance of an outside compensation
consultant, in fiscal year 1999. The Committee concluded that no major changes
of the Company's system or practices were required in order to enable the
Committee properly to perform its functions for the Company.
In administering the executive pay plans, the Committee desires to preserve
the entrepreneurial style that it believes forms a strong component of the
Company's history, culture and competitive advantage. The Committee emphasizes
long-term business development and creation of shareholder value. Therefore, a
major portion of total compensation is performance-based.
The objectives of the executive compensation policies are to:
1. Promote the achievement of strategic objectives which lead to long-term
growth in shareholder value.
2. Attract and retain high performing executives by offering total
compensation plans competitive with similarly situated companies and
rewarding outstanding performance.
3. Align the interests of executive officers with those of the Company by
making incentive compensation dependent upon business unit or company
performance.
Base Salary
Base salaries are reviewed annually. In determining annual salary, the
Committee takes into account the executive's level of responsibility,
experience and performance in relation to that of the Company and other
companies. Base salaries are generally targeted to be at the average of
similar companies. In fiscal 2000, base salaries of executive officers, other
than the Chief Executive Officer, were generally near the averages set forth
in the independent compensation survey obtained by the Committee. The salary
for the Chief Executive Officer was well below the average for CEOs of
comparable companies.
Annual Incentive
Executives may earn annual incentive compensation under individualized cash
bonus plans. The Committee develops the plan for the Chairman, President and
Chief Executive Officer, and reviews and approves plans for other executive
officers at the beginning of the fiscal year. Each plan contains specific
financial objectives, such as business unit or Company profitability and
return on assets, as well as specific objectives for business, organization
and personal development. The Committee establishes a threshold financial
target for the Company each year. The Committee then evaluates each executive
on these financial targets. If those targets are not met, it is the goal of
the Committee to not pay bonuses for financial goals. In addition, challenging
non-financial incentive objectives are also established by the Committee for
each executive. The Committee evaluates and may reward each executive for
meeting these objectives. Exceeding all of the annual objectives usually
provides the executive with the opportunity to earn total cash compensation in
the upper quartile of that paid by companies of similar size and complexity.
For fiscal 2000, the range of bonus payments as a percentage of base pay
ranged from 0% to 69%.
8
<PAGE>
Long-Term Incentives
Partnership Plan. To further encourage alignment of the executives'
interests with those of the Company's shareholders, executives selected by the
Committee may also participate in the 1987 Partnership Plan. At the beginning
of each year, each participant may voluntarily defer up to fifty percent of
annual incentive compensation (to a maximum of $100,000) to be invested in the
Partnership Plan. The Company matches 100% of the deferred amount, and the
aggregate is invested in the Company's common stock. The individual's amount
is vested immediately and the shares are held in trust and restricted for a
period as determined by the Compensation Committee. The Company match is made
in the form of restricted stock that is vested in equal annual increments over
periods from one to ten years, as determined by the Committee. In the
accompanying Summary Compensation Table, the deferred amount and the Company
match are shown in the column labeled "Restricted Stock Award". No other
restricted stock grants have been made to executive officers in the three-year
period shown in that Table.
Stock Option Plan. Executives are also eligible to receive grants under the
Company's stock option plan, which is administered by the Committee. Nearly
all option grants prior to the 1999 fiscal year were made under the Company's
1987 Stock Option Plan. This plan expired by its terms on April 25, 1997, and
no additional grants may be made thereunder. Option grants since that date
were made under the Company's shareholder-approved 1997 Omnibus Stock
Incentive Plan.
Under either plan, option grants may be made only at or above current
market prices so that executive rewards will accrue only as shareholder value
increases. The options granted under the 1987 Stock Option Plan typically
vested at a rate of 25% per year beginning on the grant's first anniversary,
although some grants made in fiscal 1997 will vest entirely from 32 to 48
months after grant. Options granted under the 1997 Omnibus Stock Incentive
Plan typically vest in 3 to 5 years. Option grants are shown in the table
entitled "Option Grants in Fiscal 2000". Grants have generally included a
broad base of participants that includes employees below the executive level.
Chief Executive Officer Compensation
Mr. Russell Huffer assumed the position of Chief Executive Officer in
January 1998. His base salary was adjusted by the Committee in April 1999 to
$430,000. The base salary of $430,000 leaves Mr. Huffer substantially below
the median base pay level for chief executive officers of similar companies in
the recent survey conducted by an independent outside compensation consultant.
Mr. Huffer did not meet the threshold for the financial and other performance
targets established at the beginning of the fiscal year for determination of
his annual incentive bonus award. Accordingly, the Committee did not award Mr.
Huffer a bonus under the annual incentive plan. Therefore, the accompanying
Summary Compensation Table reflects no cash bonus. The sum of Mr. Huffer's
base salary and annual incentive bonus is well below the lower end of the top
quartile in the recent independent compensation consultant market survey.
Prior to fiscal 2000, Mr. Huffer elected to defer fifty percent of any
potential bonus received (subject to the $100,000 limitation) into the 1987
Partnership Plan.
On April 12, 2000, Mr. Huffer was granted stock options to purchase 125,000
shares of the Company's common stock at fair market value. The Committee
determined that such a grant was appropriate, when combined with the annual
bonus targets established for Mr. Huffer for fiscal 2001, to provide Mr.
Huffer with the right incentives to lead the Company to achieve the necessary
improvements in operating and financial performance which the Board is
expecting in 2001. In making this decision, the Committee took into
consideration that Mr. Huffer would only receive benefits from this grant if
he were to achieve significant improvements for the Company, and that his base
salary remains well below the median level for chief executive officers of
similar companies. The options were granted under the terms of the 1997
Omnibus Stock Incentive Plan.
(S)162(m) Policy
The Committee does not believe that in fiscal 2000 annual compensation
provided to any of the executive officers named in the table entitled "Summary
Compensation Table" below will exceed $1 million within the
9
<PAGE>
meaning of Section 162(m) of the Internal Revenue Code. Under Section 162(m),
all compensation in excess of $1,000,000 for any such officer must meet
certain requirements related to Company performance and shareholder approval
in order for the Company to fully deduct these amounts. It is the Committee's
intention to keep all executive compensation fully deductible now and in the
future, but the Committee reserves the right to provide non-deductible
compensation if it deems it to be in the best interests of the Company and its
shareholders.
The Committee believes the executive compensation policies and actions
reported above reflect decisions which are consistent with the overall beliefs
and objectives of the Company.
Stephen C. Mitchell, Chair
Michael E. Shannon
Bernard P. Aldrich
10
<PAGE>
Summary Compensation Table
The following table sets forth the cash and noncash compensation for
services in all capacities for each of the last three fiscal years, awarded to
the Chief Executive Officer of the Company and the four other most highly
compensated executive officers of the Company as well as two former officers
of the Company not in such positions at year-end, but who would have fallen
within the four most highly compensated executives had they been in such
positions at year-end.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------------------------- ---------------------------------
Other Securities
Annual Restricted Underlying Long-term All Other
Name and Principal Compen- Stock Options/SARs Incentive Compen-
Position Year Salary Bonus (1) sation (2) Award (3) Awards Payouts sation (4)
- ------------------------ ---- -------- --------- ---------- ---------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Russell Huffer.......... 2000 $416,154 -- -- -- 80,000 -- $ 26,463
Chairman, President and 1999 350,000 $310,000 -- $200,000 25,000 -- 34,436
Chief Executive Officer 1998 232,109 100,000 -- 200,000 90,000 -- 9,250
Joseph T. Deckman....... 2000 272, 731 96,026 -- 192,052 20,000 -- 266,415
Executive Vice 1999 250,000 150,000 -- 200,000 20,000 -- 22,840
President 1998 207,404 50,000 -- 10,000 40,000 -- 8,040
Robert G. Barbieri...... 2000 259,923 -- -- -- 20,000 -- (17,596)
Vice President, 1999 229,807 125,000 -- 200,000 -- -- 8,846
Finance and Chief 1998 150,961 60,000 -- -- 20,000 -- 100,684
Financial Officer
Larry D. Stordahl....... 2000 229,558 -- -- -- 20,000 -- 5,857
Executive Vice 1999 107,692 76,000 -- -- 30,000 -- 270
President 1998 N/A N/A -- N/A N/A -- N/A
Michael A. Bevilacqua... 2000 162,519 -- -- -- 6,000 -- 5,945
Treasurer 1999 128,269 80,000 -- -- 10,000 -- 72,726
1998 N/A N/A -- N/A N/A -- N/A
Donald W. Goldfus....... 2000 189,538 -- $9,948 -- -- -- 220,260
Retired Chairman (5) 1999 555,673 470,000(6) -- 200,000 40,000 -- 195,586
1998 520,288 75,000 1,909 150,000 20,000 -- 10,850
Martha L. Richards...... 2000 166,623 -- -- -- 10,000 -- 59,895
Former General 1999 163,750 51,500 -- 103,000 10,000 -- 6,213
Counsel and Secretary 1998 150,539 50,000 -- -- 5,000 -- 10,000
</TABLE>
- --------
(1) The bonus amounts shown reflect only the cash portion of the annual bonus
awarded in each fiscal year. For individuals in the 1987 Partnership
Plan, the remaining bonus amounts were deferred and shown in the annual
restricted stock awards as further detailed in Note 3 hereto.
(2) Includes interest credited under the Company's 1986 Deferred Incentive
Compensation Plan.
(3) Under the 1987 Partnership Plan, participants are given the opportunity
to voluntarily defer up to fifty percent of their annual incentive
compensation, to a maximum of $100,000. The Company matches 100% of the
deferred amount and the aggregate is invested in the Company's common
stock. The value of each executive officer's restricted stock awards, as
shown in the "Restricted Stock Award" column, is based upon the closing
market price of the Company's common stock on the respective dates of
grant. The date of grant for fiscal 2000, 1999 and 1998 was April 12,
2000, April 15, 1999 and April 16, 1998, respectively. The individual's
deferred amount is vested immediately, however the shares are held in
trust and restricted for a period of not less than five years. The
Company match is made in restricted stock that is vested in equal annual
increments over a period of up to ten years, as determined by the
Compensation Committee. All shares are eligible to receive all declared
dividends. For each officer listed in the table, the total number of
shares held in trust and the dollar value of those shares as of February
26, 2000, the last day of fiscal 2000, are listed below.
11
<PAGE>
<TABLE>
<CAPTION>
Shares Acquired With:
----------------------
Years of Deferred Company Aggregate
Officer Participation Amount Match $ Value
- ------- ------------- ----------- ---------- ---------
<S> <C> <C> <C> <C>
Russell Huffer................... 12 31,702 36,748 $342,250
Joseph T. Deckman................ 3 19,614 17,098 183,560
Robert G. Barbieri............... 1 9,124 8,840 89,820
Larry D. Stordahl................ N/A N/A N/A N/A
Michael A. Bevilacqua............ N/A N/A N/A N/A
Donald W. Goldfus................ 13 25,639 -- 128,195
Martha L. Richards............... 1 4,699 4,552 46,255
</TABLE>
(4) Represents amount paid under the Company's defined contribution pension
plan and 401(k) savings plan, which are applicable to executive officers
on the same basis as all eligible employees; and contributions and
interest related to the Executive Supplemental Plan, designed to allocate
to executives amounts not eligible for contribution under the qualified
plans because of limitations imposed by the Internal Revenue Code. The
2000 amount for Mr. Deckman includes a $250,000 payout of a retention
incentive following the sale of the Company's Harmon, Ltd. business. The
2000 amount for Mr. Barbieri includes a reimbursement to the Company of
$32,928 for relocation expenses reported in 1998. The 1999 and 1998
amounts for Mr. Barbieri include $386 and $100,684, respectively, for
relocation expenses. The 2000 and 1999 amounts for Mr. Bevilacqua include
$31 and $58,751, respectively, for relocation expenses. The 1999 amount
for Mr. Bevilacqua also includes a signing bonus of $12,083. The 2000
amount for Mr. Goldfus includes $165,436 for payments under a non-
qualified SERP plan. The 2000 amount for Ms. Richards includes a $50,000
payout of a retention incentive following the sale of the Company's
Harmon, Ltd. business. The 1998 amount for Ms. Richards also includes a
signing bonus of $10,000.
(5) Mr. Goldfus resigned as an officer of the company as of June 30, 1999.
(6) Mr. Goldfus voluntarily deferred $285,000 of the bonus shown in this
column for 1999 into the Company's 1986 Deferred Incentive Compensation
Plan.
Stock Options
The following tables summarize option grants and exercises during fiscal
2000 to or by the executive officers named in the Summary Compensation Table,
and the value of options held by such persons at the end of fiscal 2000. No
SARs have been granted to, or were held by, any of the named executive
officers as of February 26, 2000.
Option/SAR Grants in Fiscal 2000
<TABLE>
<CAPTION>
Potential
Realizable
Value at Assumed
Annual
Rates of Stock
Price Appreciation
for
Individual Grants Option Term
---------------------------------- -------------------
Number of % of Total Exercise
Securities Options/SARs or Base
Underlying Granted to Price
Options/SARs Employees in (per Expiration
Name Granted (#) Fiscal Year share) Date 5% 10%
- ---- ------------ ------------ -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Russell Huffer (1)...... 80,000 19.2% $11.3125 4/15/09 $569,145 $1,442,335
Joseph T. Deckman (1)... 20,000 4.8% 11.3125 4/15/09 142,286 360,584
Robert G. Barbieri (1).. 20,000 4.8% 11.3125 4/15/09 142,286 360,584
Larry D. Stordahl (1)... 20,000 4.8% 11.3125 4/15/09 142,286 360,584
Michael A. Bevilacqua
(1).................... 6,000 1.4% 11.3125 4/15/09 42,686 108,175
Donald W. Goldfus....... 0 0.0% N/A N/A 0 0
Martha L. Richards (1).. 10,000 2.4% 11.3125 4/15/09 71,143 180,292
</TABLE>
- --------
(1) The option was granted on April 15, 1999 and will become 100% exercisable
in equal increments over the next four years.
12
<PAGE>
Aggregated Option/SAR Exercises in Fiscal 2000 and Fiscal Year-end Option/SAR
Values
<TABLE>
<CAPTION>
Number of
Securities
Underlying Value of
Unexercised Unexercised
Options/SARs In-the-Money
at Fiscal Year Options/SARs at
Shares End (#) Fiscal Year End
Acquired on Value (Exercisable/ (Exercisable/
Name Exercise (#) Realized ($) Unexercisable) Unexercisable) (1)
- ---- ------------ ------------ -------------- ------------------
<S> <C> <C> <C> <C>
Russell Huffer.......... 1,000 $ 5,000 46,250/188,750 $0/$0
Joseph T. Deckman....... -- -- 50,000/100,000 0/ 0
Robert G. Barbieri...... -- -- 17,500/ 32,500 0/ 0
Larry D. Stordahl....... -- -- 7,500/ 42,500 0/ 0
Michael A. Bevilacqua... -- -- 2,500/ 13,500 0/ 0
Donald W. Goldfus....... 28,804 160,222 0/ 0 0/ 0
Martha L. Richards...... -- -- 0/ 0 0/ 0
</TABLE>
- --------
(1) The value of the options is determined by multiplying the difference
between the exercise price of the option and the closing price of the
Company's common stock on the NASDAQ National Market on February 26, 2000
($5 per share) by the number of shares underlying the options.
Executive Retirement Plan
The Company adopted its Officer's Supplemental Executive Retirement Plan
("SERP"), which is a nonqualified deferred compensation plan, effective for
the calendar year 1998. The Plan was approved in order to provide additional
retirement benefits to certain select officers and management employees in
excess of those that can and are being provided under the Company's other tax-
qualified and nonqualified deferred compensation plans for the purpose of
providing an incentive to remain with the Company. The Plan is an unfunded
obligation of the Company, and participants therein are unsecured creditors of
the Company. The Plan provides for payment of monthly benefits at "normal
retirement date" (age 65) based upon 2% of the participant's average monthly
compensation multiplied by the participant's benefit service offset by the
participant's defined contribution plans and social security benefits. A limit
of 20 years of service for any participant exists.
The following table shows estimated annual benefits payable upon normal
retirement age to participants under the Company's SERP.
<TABLE>
<CAPTION>
Estimated Annual Benefits Based
on Credited Years of Service
Indicated (2) (3) (4)
Final Average -----------------------------------------------------------
Compensation (1) 10 20
---------------- -------- --------
<S> <C> <C>
$ 200,000 $ 11,000 $ 33,000
400,000 40,000 85,000
600,000 69,000 137,000
800,000 98,000 189,000
1,000,000 128,000 241,000
1,200,000 157,000 294,000
1,400,000 186,000 346,000
1,600,000 215,000 398,000
1,800,000 244,000 450,000
</TABLE>
- --------
(1) The final average annual compensation is determined under the SERP by the
average of the five highest consecutive, completed calendar years of
annual compensation (including salary, bonus and other compensation as
reported on a W-2) during the last ten years of employment. If the
participant has less than five consecutive, completed calendar years of
service, the average monthly compensation is equal to the participant's
consecutive, completed years, divided by the number of months in the
consecutive, completed years of service.
13
<PAGE>
(2) The Named Executive Officers have credited years of service under the
SERP as follows: Russell Huffer--13 years; Joseph T. Deckman--5 years;
Robert G. Barbieri--3 years; Larry D. Stordahl--1 year, Donald W.
Goldfus--20 years; and Martha L. Richards--3 years. Mr. Bevilacqua is not
a participant in the SERP.
(3) Benefits shown in the table are computed as a single life annuity
starting on the first day of the calendar month following the month in
which the participant would attain age sixty-five, offset by the
estimated sum of the annuity value of the employer contributions to the
defined contribution plans and the Executive Supplemental Plan and the
participant's social security benefits.
(4) The table is applicable for participants joining the Company from the
point of the Plan's inception. The table does not properly reflect
amounts for employees with the Company prior to its inception.
Restoration Plan
The Company adopted its Executive Supplemental Plan ("Restoration Plan"),
which is a nonqualified deferred compensation plan, effective for the calendar
year 1998. The Restoration Plan was approved in order to provide additional
retirement benefits to executive and senior officers in excess of those that
can and are being provided under the Company's other tax-qualified deferred
compensation plans for the purpose of providing an incentive to remain with
the Company. The Plan is an unfunded obligation of the Company, and
participants are unsecured creditors of the Company. The Plan provides
benefits to selected individuals whose contributions to the tax-qualified
deferred compensation plans are restricted by the Internal Revenue Code (the
"Code"). The Code limits compensation that may be considered for qualified
pension plan purposes. The Restoration Plan is designed to provide
participants with benefits, on a nonqualified basis, so that the total
Company-provided benefits under the Company's tax-qualified deferred
compensation plans and the Restoration Plan will be equal to the benefits they
would have received under the Company's tax-qualified deferred compensation
plans if the limitations of the Code did not apply and if the definition of
compensation in the defined contribution pension plan included incentive
compensation.
Employment Agreements, Change in Control Arrangements
Each of the Named Executive Officers, except Mr. Bevilacqua and Mr.
Goldfus, is a party to a severance agreement with the Company designed to
retain the executive and provide for continuity of management in the event of
an actual or threatened change in control of the Company (as defined in the
agreements). The agreements provide that, in the event of a change in control,
each executive would have specific rights and receive certain benefits if,
within two years after the change in control, the executive is terminated
without cause or the executive terminates voluntarily either for "good
reason," as defined in the agreements, or during the thirteenth month
following a change in control for any reason. In such circumstances, the
executive will receive a severance payment equal to one and one-half times the
executive's annual salary plus the executive's targeted annual bonus (as
calculated under the terms of the agreements). Options granted under the 1987
Stock Option Plan and 1997 Omnibus Stock Incentive Plan, and agreements
covering the company match under the 1987 Partnership Plan also provide for
immediate vesting or payment in the event of a change in control.
The Company also has consulting agreements with Mr. James L. Martineau and
Mr. Donald W. Goldfus as described in "Compensation of Directors."
Other Certain Transactions
In the ordinary course of business, the Company and its subsidiaries enter
into transactions with other business entities of which certain of the
Corporation's directors and nominees for director are executive officers,
partners or shareholders. The terms of all such transactions were reported at
arms' length and resulted in terms as fair to the Company and its subsidiaries
as could have been obtained from third parties.
Ray C. Richelsen, a nominee for election as a director of the Company, was
Executive Vice President, Transportation, Graphics and Safety Markets of 3M
during fiscal 2000 when it purchased approximately $7.4 million in products
from one of the Company's subsidiaries. Mr. Richelsen has announced his
retirement from 3M, effective August 1, 2000.
14
<PAGE>
Comparative Stock Performance
Comparison of Five-Year Cumulative Total Return
February 25, 1995 to February 26, 2000
The line graph compares the cumulative total shareholder return on the
common stock of the Company for the last five fiscal years with cumulative
total return on the S&P Small Cap 600 and the peer group index described
below.
- ------------------------------------------------------------------------------
Feb '95 Feb ' 96 Feb '97 Feb '98 Feb '99 Feb '00
- ------------------------------------------------------------------------------
Apogee 100 116.57 239.34 155.79 105.37 60.21
- ------------------------------------------------------------------------------
S&P SmallCap 100 131.03 152.91 204.67 168.25 220.97
- ------------------------------------------------------------------------------
Peer Group 100 105.53 118.66 142.11 100.32 86.21
- ------------------------------------------------------------------------------
Assumes $100 invested at the close of trading on February 25, 1995 in
Apogee Enterprises, Inc. common stock, S&P Small Cap 600 and the peer group
composite listed below. Assumes reinvestment of all dividends.
For the fiscal year ended February 26, 2000, the Company's primary business
activities included the fabrication and coating of architectural and consumer
glass (about 29% of net sales), the fabrication, distribution and installation
of automotive replacement glass (about 45% of net sales) and the design,
manufacture and installation of window systems (about 26% of net sales). The
Company is not aware of any competitors, public or private, that are similar
to it in size and scope of business activities. Most of the Company's direct
competitors are either privately owned or divisions of larger, publicly-owned
companies. The peer group in the accompanying total return graph consists of
all public companies with market capitalization of $500 million or less as of
February 26, 2000 that are known to the Company to be engaged in some aspect
of glass and/or aluminum products or services for construction and/or
automotive end markets.
The companies in the peer group index are as follows: Butler Manufacturing
Corporation, Donnelly Corporation, International Aluminum Corporation,
Robertson-Ceco Corporation, Southwall Technologies and SunSource Inc.
(previously Sun Distributors). Formerly, Excel Industries (Excel) had been
included in the Company's peer group. Excel has been removed due to the fact
that they have been acquired by another company and are no longer a public
reporting company.
15
<PAGE>
Item 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Arthur Andersen LLP has served as the independent auditors of the Company
beginning with fiscal 2000. The Board of Directors has again appointed Arthur
Andersen LLP to serve as the Company's independent auditors for the fiscal
year ending March 3, 2001. While it is not required to do so, the Board of
Directors is submitting the selection of that firm for ratification in order
to ascertain the views of the shareholders. If the selection is not ratified,
the Board of Directors will reconsider its selection. Ratification of the
selection will require the affirmative vote of a majority of the shares of
common stock of the Company entitled to vote and represented at the meeting in
person or by proxy.
A representative of Arthur Andersen LLP will be present at the Annual
Meeting of Shareholders, will be afforded an opportunity to make a statement
and will be available to respond to appropriate questions.
In connection with the audit function for fiscal year 2000, Arthur Andersen
LLP reviewed the Company's annual report and its filings with the Securities
and Exchange Commission.
SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
Any shareholder wishing to have a proposal considered for submission at the
2001 Annual Meeting of Shareholders must submit the proposal in writing to the
Secretary of the Company at the address indicated above in accordance with all
applicable rules and regulations of the SEC no later than January 12, 2001.
Under the Company's Bylaws, a shareholder proposal not included in the
Company's Proxy Statement for its 2001 Annual Meeting of Shareholders is
untimely and may not be presented in any manner at the 2001 Annual Meeting of
Shareholders unless the shareholder wishing to make such proposal follows
certain specified notice procedures set forth in the Company's Bylaws,
including delivering notice of such proposal in writing to the Secretary of
the Company at the address indicated on the first page of this Proxy Statement
not later than February 19, 2001.
16
<PAGE>
GENERAL
The 2000 Annual Report to Shareholders for the fiscal year ended February
26, 2000 is being mailed with this Proxy Statement.
Management does not intend to present any matters at the meeting not
referred to above and does not presently know of any matter that may be
presented to the meeting by others. However, if other matters properly come
before the meeting, it is the intention of the persons named in the enclosed
form of proxy to vote thereon in accordance with their best judgment.
The Company will pay the cost of soliciting proxies in the accompanying
form. In addition to solicitation by use of mails, certain officers and
regular employees of the Company may solicit the return of proxies by
telephone, telegram or personal interview, and may request brokerage houses
and custodians, nominees and fiduciaries to forward soliciting materials to
their principals and will reimburse them for their reasonable out-of-pocket
expenses.
Shareholders who wish to obtain a copy of the Company's Annual Report on
Form 10-K, filed with the Securities and Exchange Commission, for the fiscal
year ended February 26, 2000, may do so without charge by writing to the
Secretary at Suite 1800, 7900 Xerxes Avenue South, Minneapolis, Minnesota
55431-1159.
By Order of the Board of Directors,
/s/ Patricia A. Beithon
Patricia A. Beithon
General Counsel and Secretary
Dated: May 3, 2000
17
<PAGE>
APOGEE ENTERPRISES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
JUNE 20, 2000
The undersigned hereby appoints RUSSELL HUFFER, ROBERT G. BARBIERI and
PATRICIA A. BEITHON as Proxies, each with the power to appoint his or her
substitute, and hereby authorizes any one of them to represent and to vote, as
designated below, all the shares of Common Stock of Apogee Enterprises, Inc.
held of record by the undersigned on April 25, 2000, at the Annual Meeting of
Shareholders to be held on June 20, 2000, or any adjournment thereof.
(Continued and to be signed on reverse side.)
<PAGE>
ANNUAL MEETING OF STOCKHOLDERS OF
APOGEE ENTERPRISES, INC.
June 20, 2000
PROXY VOTING INSTRUCTIONS
TO VOTE BY MAIL
- ---------------
Please date, sign and mail your proxy card in the envelope provided as soon as
possible.
TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
- --------------------------------------------
Please call toll-free 1-800-PROXIES and follow the instructions. Have your
control number and the proxy card available when you call.
TO VOTE BY INTERNET
- -------------------
Please access the web page at "www.voteproxy.com" and follow the on-screen
instructions. Have your control number available when you access the web page.
YOUR CONTROL NUMBER IS --------------------------> _____________________________
Please Detach and Mail in the Envelope Provided
- --------------------------------------------------------------------------------
Please mark your
[X] votes as in this
example.
1. ELECTION OF DIRECTORS:
WITHHOLD
FOR AUTHORITY
[_] [_]
INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through nominee's name in the list at right:
NOMINEES: BERNARD P. ALDRICH
HARRY A. HAMMERLY
RUSSELL HUFFER
LAURENCE J. NIEDERHOFER
RAY C. RICHELSEN
2. PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE INDEPENDENT
AUDITORS OF THE COMPANY.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly be brought before the meeting.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted FOR Proposals 1 and 2.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Signature
------------------------------- -----------------------------------
SIGNATURE IF HELD JOINTLY
Dated , 2000
------------------------------- -----------------------
TITLE IF APPLICABLE
Note: Please sign exactly as your name appears below. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership
name by authorized person.
