APOGEE ENTERPRISES INC
For the period ended May 1, 2024. Filed May 7, 2024.
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May 1, 2024 · Filed May 7, 2024
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Executive Equity Deferral Program
At the meetings of the Committee and Board held on May 1, 2024, an executive equity deferral program (“Equity Deferral Program”) was approved as a sub-plan to the Stock Incentive Plan, allowing Executive Officers to defer restricted or performance-based stock awards.
By electing to receive a deferred share unit award under the Equity Deferral Program, an Executive Officer can defer receipt of all or a portion of any award. Each Executive Officer who receives a deferred share unit award in lieu of an award will receive a notional credit of deferred share units representing the deferred right to the number of restricted shares they would have received under the award. After the award vests and the number of units is determinable, an account is credited with the number of deferred share units vested. The account is also credited, as of the crediting date, with an amount equal to the dividend paid on one share of our common stock multiplied by the number of shares or units credited to each account. Executive Officers receiving a deferred share unit award may elect to receive the amounts credited to their account at a fixed date or following death or retirement from the Company. The deferred share unit awards and related accumulated dividends are paid out in the form of shares of our common stock (plus cash in lieu of fractional shares) either in a lump sum or in annual installments, at the participating Executive Officer’s election.
The obligations to make payments under the Equity Deferral Program are unsecured obligations and are subject to the claims of the Company’s general creditors. These obligations will rank equally with other unsecured indebtedness from time to time outstanding. All amounts payable to participants under the Equity Deferral Program are denominated in U.S. dollars and will be payable on the date or dates selected by each participant in accordance with the terms of the Program or on such other date or dates as specified in the Equity Deferral Program. Rights to payment under the Equity Deferral Program are not convertible into another security.
The Equity Deferral Program may be amended at any time for any reason, provided that no amendment will reduce a participant’s account balance as of the date of such amendment. In no event will the Company be responsible for any decline in a participant’s account balance as a result of the selection, discontinuation, addition, substitution, crediting or debiting of one or more investment alternatives. A participant’s rights or the rights of any other person to receive payment of deferred compensation obligations may not be sold, assigned, transferred, pledged, garnished or encumbered, except by a written designation of a beneficiary under the Equity Deferral Program.
The Executive Equity Deferral Program Under the Apogee Enterprises, Inc. 2019 Stock Incentive Plan is filed as Exhibit 10.7. The foregoing summarizes the material terms and provisions of the deferred compensation obligations. It is not a complete legal description of the deferred compensation obligations and is qualified in its entirety by reference to the Equity Deferral Program.
| Item 9.01 | Financial Statements and Exhibits |
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