Apogee Enterprises (APOG) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 25, 2025, to elect two Class III directors, approve executive compensation, and ratify Deloitte & Touche LLP as the independent auditor for fiscal 2026.

• Fiscal 2025 net sales were $1.36 billion, down from $1.42 billion in 2024; diluted EPS was $3.89, and operating income was $118.1 million.

• The company repurchased 786,690 shares for $45.4 million and increased its dividend for the twelfth consecutive year.

• Total shareholder return was -14.65% for one year, 12.08% over five years, and 2.22% over ten years.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class III directors, an advisory say-on-pay vote, and ratification of Deloitte & Touche LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholders can submit questions and vote electronically during the virtual meeting.

Board of directors and corporate governance

• 8 of 9 directors are independent; board features gender and racial diversity.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent.

• Board refreshment policy limits director service after age 72; over 40% of directors joined in the last five years.

• Independent Chair structure separates board leadership from management.

• Stock ownership guidelines require directors to hold four times the annual retainer.