APOGEE ENTERPRISES INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

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):

Thursday, June 20, 2024

8:00 a.m. Central Time

The 2024 Annual Meeting of Shareholders of Apogee Enterprises, Inc. (the “Annual Meeting”) will be held at 8:00 a.m. Central Time on Thursday, June 20, 2024. In order to expand access to the Annual Meeting we are hosting a virtual-only meeting. It is our goal to approximate an in-person experience for our shareholders. You may attend the virtual meeting and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/APOG2024.

The purpose of the Annual Meeting is to consider and take action on the following:

1. Election of three Class II directors for terms expiring at our 2027 Annual Meeting of Shareholders;

2. Advisory vote to approve Apogee’s executive compensation;

3. Approval of the Apogee Enterprises, Inc. 2019 Non-Employee Director Stock Plan, as Amended and Restated (2024) to increase the number of shares authorized for awards from 150,000 to 300,000;

4. Advisory vote to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 1, 2025; and

5. Transaction of such other business as may properly be brought before the Annual Meeting.

The Board of Directors has fixed the close of business on April 22, 2024, as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting. Your vote is important. Whether or not you plan to attend the virtual meeting, you are encouraged to vote your shares as soon as possible pursuant to the instructions in the Notice of Internet Availability of Proxy Materials and in the accompanying Proxy Statement.

By Order of the Board of Directors,

Meghan M. Elliott

Senior Vice President, General Counsel and Secretary

Minneapolis, Minnesota

May 9, 2024

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meetingto be held on June 20, 2024: Our 2024 Proxy Statement and our Fiscal 2024 Annual Reportto Shareholders are available at www.proxyvote.com.

TABLE OF CONTENTS

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Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider; you should read the entire Proxy Statement carefully before voting.

2024 Annual Meeting of Shareholders

Items of Business

Fiscal 2024 Financial Results

We are a leading provider of architectural products and services for enclosing buildings, and glass and acrylic products used for preservation, energy conservation, and enhanced viewing. Our four reporting segments are: Architectural Framing Systems, Architectural Glass, Architectural Services and Large-Scale Optical.

Executive Compensation Program

Our compensation programs are designed to attract, motivate and retain executive talent to achieve success in both the short- and long-term for our Company; pay for sustainable performance in an ever-changing environment; and align the interests of our executive officers with our shareholders. We continue to refine our executive compensation program to reflect changes in our business strategy and evolving executive compensation practices.

Executive Compensation Highlights

•We seek alignment of pay and performance each year. A significant portion of our compensation program is performance-based through the use of short- and long-term incentive plans that have multiple financial performance metrics.

•We annually disclose Company performance against the established performance metrics for our annual cash incentive in our proxy statement.

•Our long-term incentive compensation program consists of annual restricted stock awards that vest over three years and annual performance awards with overlapping three-year performance periods that vest at the end of the performance period based on our three-year average adjusted return on invested capital (“Adjusted ROIC”) over the period and that settle 50% in shares and 50% in cash. (Adjusted ROIC is a non-GAAP measure. See discussion of non-GAAP financial measures on page 37.)

•We deliver a significant portion of potential total compensation to our executive officers in the form of equity.

•We have stock ownership guidelines for our Chief Executive Officer that require an ownership level of five times their annual base salary, three times their annual salary for our Chief Financial Officer, two times their annual salaries for corporate executive officers and segment presidents, including Messrs. Longman, Dobler and Jewell, and one times their annual salaries for other corporate executives, including Mr. Augdahl. Messrs. Silberhorn, Longman, Dobler, Jewell and Augdahl achieved the required ownership levels within the required grace period. Mr. Osberg is on pace to achieve his ownership level requirement within the five-year period.

•We have “clawback” policies that we amended in 2023 to comply with the incentive compensation recovery rules adopted by the SEC and Nasdaq. We have a clawback policy that provides for similar recoupment rights from participants in our executive compensation program.

•We have a hedging policy that prohibits all employees and directors from engaging in hedging transactions in our Company’s securities. We also have an anti-pledging policy that prohibits executive officers and directors of the Company from, directly or indirectly, pledging, hypothecating, or otherwise encumbering shares of the Company’s common stock as collateral for indebtedness. None of our executive officers have pledged any shares of our common stock as security or collateral on a personal loan.

•Our “double-trigger” change-in-control agreements do not provide for any excise tax “gross-ups,” and we do not provide any tax “gross-ups” on any benefits for our executive officers.

Fiscal 2024 Executive Compensation Actions

•Base Salaries. For fiscal 2024, the Committee awarded a base salary increase of 7.14% to Mr. Silberhorn, our Chief Executive Officer. Among our Other Named Executive Officers, Messrs. Longman, Dobler and Jewell received base salary increases ranging from 3.23% to 4.92%. Mr. Osberg, who joined the Company during fiscal 2024, did not receive a base salary increase. See “Fiscal 2024 Individual Compensation Actions” beginning on page 45 for a discussion of factors considered in establishing base salaries and subsequent increases.

•Annual Cash Incentive Payouts. Our annual cash incentive awards are designed to reward achievement of financial goals established in our annual operating plan. For Messrs. Silberhorn, Osberg and Dobler, whose payouts were based on consolidated performance metrics, the fiscal 2024 annual cash incentive paid out at 163.86% of target. For Messrs. Longman and Jewell, whose payouts were based on segment as well as consolidated performance metrics, the fiscal 2024 annual cash incentive paid out at 197.25% and 47.25% of target, respectively. See “Fiscal 2024 Annual Cash Incentive Payouts” beginning on page 47 for a discussion of the metrics, goals and amounts paid to our Named Executive Officers for our annual cash incentive awards in fiscal 2024.

•Long-Term Incentive Awards. Our long-term incentive program for our Other Named Executive Officers is comprised of: (i) 50% time-based restricted stock awards that vest ratably over three years; and (ii) 50% performance awards with a three-year performance period, which settle 50% in cash and 50% in stock and are paid out at the end of the period based on the Company’s three-year average Adjusted ROIC over the performance period. Mr. Silberhorn’s long-term incentive awards in fiscal 2024 consisted of 40% time-based restricted stock and 60% as a performance award with terms consistent with those provided to the Other Named Executive Officers. In fiscal 2024, Mr. Silberhorn received a restricted stock award valued at $990,010 and a performance award with a target payout of $1,484,985 and Messrs. Osberg, Longman, Dobler and Jewell received restricted stock awards with values ranging from $274,553 to $1,072,512 and performance awards with target payouts ranging from $249,597 to $472,501. See “Long-Term Incentive Compensation” beginning on page 50 for additional information about our long-term incentive program and fiscal 2024 awards.

•Reassignment Grants. In connection with the reassignments of Mr. Jewell to President, Architectural Glass Segment, and Mr. Longman to President, Architectural Framing Systems Segment, effective as of October 18, 2023, the Company granted them each time-based restricted stock awards with a grant date fair value of $95,546, that was included in the Stock Awards column for fiscal 2024 in the "Summary Compensation Table" beginning on page 56. Assuming continued employment with the Company, one-half of the restricted shares will vest annually over two years, starting on the one-year anniversary of the appointments.

•Interim Chief Financial Officer Transition. Mr. Augdahl served as our Interim Chief Financial Officer and then Vice President, Finance, for the Architectural Glass Segment for the first three months of fiscal 2024. Then for the last nine months of fiscal 2024, he began participating in our executive compensation program when he was appointed Chief Accounting Officer on June 21, 2023. He received a base salary increase of 20.29% for fiscal 2024 that included a 16.1% increase for his appointment as Chief Accounting Officer. He received an annual cash incentive paid out at 150.00% of target as Vice President, Finance of the Architectural Glass Segment, and an annual cash incentive paid out at 163.86% of target as Chief Accounting Officer. He received long-term incentive awards of time-based restricted stock with grant date fair values of $258,141, and a performance award with a target payout of $94,219 with terms consistent with those provided to the Other Named Executive Officers. In consideration for his service as our Interim Chief Financial Officer for the period from August 1, 2022 through April 27, 2023, Mr. Augdahl received a cash bonus of $250,000 after the end of fiscal 2023 that was included in the Bonus column for fiscal 2023 in the "Summary Compensation Table" beginning on page 56, and a restricted stock award on April 19, 2023 with a grant date fair value of $150,020 that was included in the Stock Awards column for fiscal 2024. The restricted stock award vests over three years in equal annual installments on April 30, 2024; April 30, 2025; and April 30, 2026. In connection with his promotion to Chief Accounting Officer, Mr. Augdahl received a restricted stock award on June 21, 2023 with a grant date fair value of $52,547 that was included in the Stock Awards column for fiscal 2024. The restricted stock award vests over three years in equal annual installments on June 21, 2024; April 30, 2025; and April 30, 2026.

•New Chief Financial Officer Appointment. In connection with Mr. Osberg's appointment as Executive Vice President and Chief Financial Officer effective April 28, 2023, the Company and Mr. Osberg entered into an Offer Letter Agreement (the "Offer Letter"). Pursuant to the terms of the Offer Letter, Mr. Osberg is entitled to an initial annual base salary of $630,000 per year and a one-time sign-on bonus of $150,000 (which was subject to repayment if Mr. Osberg left the Company during the first 12 months of his employment). This bonus was included in the Bonus column for fiscal 2024 in the "Summary Compensation Table"beginning on page 56. The Offer Letter also provided for the grant to Mr. Osberg of $600,000 worth of restricted shares of the Company's stock, based on the closing price on Mr. Osberg's hire date, that was included in the Stock Awards column for fiscal 2024 in the Summary Compensation Table. Based on continued employment with the Company, such restricted shares vested 30% 12 months after his hire date, and the remaining 70% will vest 24 months after his hire date. Mr. Osberg participates in the Company’s annual cash incentive plan, with a target cash incentive of 75% of base salary. He receives long-term incentive awards of time-based restricted stock valued at 75% of base salary, and a performance award with a target payout of 75% of base salary, with terms consistent with those provided to the Other Named Executive Officers.

Board Composition and Diversity Highlights

The composition of our Board of Directors features a majority of independent directors and a diversity of background, skills and experiences that facilitate effective oversight and enrich Board deliberations on strategic planning, operations, risk management and other critical topics, as illustrated below and by the “Board Diversity Matrix” on page 23.

Director Independence

8 of 9 Directors

Independent

Tenure Balance

5 of 9 Directors

5 or Fewer Years of Tenure

Diversity

3 of 9 Female and

2 of 9 Racially Diverse/Male

Board Skills Matrix

Each member of our Board of Directors brings a diversity of skills and experiences to their service on our Board. The following matrix highlights the key skills and experiences, demographics, and range of tenure for our directors as of April 22, 2024. This matrix is intended as a summary and is not an exhaustive list of each director's qualifications for Board service, which are described in greater detail in their biographies beginning on page 14.

Active Shareholder Engagement Program

Shareholder engagement is a key part of our commitment to good governance. We regularly engage with our shareholders to discuss our business and to gain insights on the issues that are most important to them. In fiscal 2024, we continued our shareholder engagement practices, utilizing a combination of in-person and virtual meeting formats to stay connected with our shareholders. During fiscal 2024, members of our management team participated in several virtual and in-person investor conferences and met with investors in numerous other virtual meetings and conference calls. The feedback from our engagement with investors is regularly shared with our Board of Directors.

Cautionary statement of forward-looking information

This Proxy Statement contains certain statements regarding our strategic plan and our environmental, social and governance (“ESG”) and sustainability initiatives, including goals and commitments. Such statements are not guarantees or promises that such goals or commitments will be met, and they will continue to evolve and develop. Strategic, ESG, sustainability initiatives and other statements contained in this Proxy Statement may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act, including statements about our future financial performance, business and initiatives, which may evolve over time. We use words such as “aims,” “anticipates,” “believes,” “commits,” “expects,” “intends,” “plans,” “strives,” “will,” and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations, plans or forecasts, are not guarantees of future results or performance, involve certain known and unknown risks, uncertainties and assumptions that are difficult to predict and often beyond our control and are inherently uncertain. Actual outcomes and results may differ materially from those expressed in, or implied by, forward-looking statements. You should not place undue reliance on any forward-looking statements and should consider the uncertainties and risks discussed in our most recent Annual Report on Form 10-K and subsequent SEC filings. We undertake no obligation to update or revise any forward-looking statements.

Certain sections of this Proxy Statement reference or refer you to materials posted on our website, www.apog.com. These materials and our website are not incorporated by reference in, and are not part of this Proxy Statement.

Security Ownership of Certain Beneficial Owners

The following table sets forth information concerning beneficial ownership of our common stock outstanding as of April 22, 2024, by persons known to us to own more than 5% of our common stock. Unless otherwise indicated, the named holders have sole voting and investment power with respect to the shares beneficially owned by them. As of April 22, 2024, there were 22,130,207 shares of common stock outstanding.

(1)We have relied upon the information provided by BlackRock, Inc. (“BlackRock”) in a Schedule 13G/A filed on January 19, 2024, and reporting information as of December 31, 2023. The Schedule 13G/A was filed by BlackRock in its capacity as a parent holding company or control person and indicates that BlackRock has sole investment power over 4,157,007 shares and sole voting power over 4,094,552 shares. BlackRock Fund Advisors, a subsidiary of BlackRock, beneficially owns 5% or greater of the outstanding shares of the security class reported on the Schedule 13G/A.

(2)We have relied upon the information provided by The Vanguard Group, Inc., an investment advisor (“Vanguard”), in a Schedule 13G/A filed on February 13, 2024, and reporting information as of December 29, 2023. Of the shares reported, Vanguard has sole investment power over 3,048,674 shares, shared investment power over 48,669 shares, and shared voting power over 25,538 shares.

(3)We have relied upon the information provided by Dimensional Fund Advisors LP (“Dimensional Advisors”) in a Schedule 13G/A filed on February 9, 2024, and reporting information as of December 29, 2023. Dimensional Advisors furnishes investment advice to four investment companies and serves as investment manager or sub-adviser to certain other commingled funds, group trusts, and separate accounts (such investment companies, trusts, and accounts are collectively referred to as the “Funds”). Subsidiaries of Dimensional Advisors may act as advisors or sub-advisor to certain Funds. All of the 1,299,136 shares listed are owned by the Funds. In its role as an investment advisor, sub-advisor and/or manager, Dimensional Advisors or its subsidiaries (collectively “Dimensional”) may possess sole investment power over 1,299,136 shares and sole voting power over 1,273,060 shares held by the Funds. The Funds have the right to receive, or power to direct the receipt of dividends from, or the proceeds from the sale of, the securities held in their respective accounts. In its role as an investment advisor, sub-advisor and/or manager, Dimensional may be deemed to be a beneficial owner of the shares; however, Dimensional disclaims beneficial ownership of such shares. To the knowledge of Dimensional, the interest of any one such Fund does not exceed 5% of the class of securities.

(4)We have relied upon the information provided by Victory Capital Management Inc. (“Victory Capital”) in a Schedule 13G filed on February 7, 2024, and reporting information as of December 31, 2023. Of the shares reported, Victory Capital has sole investment power over 1,141,762 shares and sole voting power over 1,135,852 shares.

Security Ownership of Directors and Management

Except as otherwise noted, the following table sets forth the number of shares of our common stock beneficially owned as of April 22, 2024, by each of our directors, each of our executive officers named in the "Summary Compensation Table"beginning on page 56 (our “Named Executive Officers”) and by all of our current directors and executive officers as a group. As of April 22, 2024, there were 22,130,207 shares of common stock outstanding.

*Indicates less than 1%.

(1)Unless otherwise indicated, the individuals listed in the table have sole voting and investment power with respect to the shares owned by them, and such shares are not subject to any pledge.

(2)For our non-employee directors, the number indicated includes the following shares of restricted stock issued to the named individual pursuant to our 2009 Non-Employee Director Stock Incentive Plan, as Amended (2014) (the “2009 Director Stock Plan”) and 2019 Non-Employee Director Stock Plan (the “2019 Director Stock Plan”).

(a)Elected to defer a portion of or all of their restricted stock grants. Deferred awards appear in footnote (2) of the "Fiscal 2024 Non-Employee Director Compensation Table" on page 32.

(b)Receives restricted awards as restricted stock units. Restricted stock unit awards appear in footnote (2) of the "Fiscal 2024 Non-Employee Director Compensation Table" on page 32.

All shares of restricted stock held pursuant to our 2009 Director Stock Plan and 2019 Director Stock Plan are subject to future vesting conditions, and holders of such shares have no investment power over such shares.

For our executive officers, the number of shares indicated includes the following shares issued to the named individual pursuant to our 2019 Stock Incentive Plan, as Amended and Restated (2021) (the “2019 Stock Incentive Plan”) and our Employee Stock Purchase Plan.

All shares of restricted stock held pursuant to our 2019 Stock Incentive Plan are subject to future vesting conditions, and the holders of such shares have no investment power over such shares.

(3)Includes 803 shares that Mr. Heard has the right to acquire upon vesting of restricted stock units within 60 days of April 22, 2024.

(4)Includes 24,260 shares held by the Johnson Family Trust for which Mr. Johnson serves as trustee and 2,600 shares held by Mr. Johnson’s individual retirement account.

(5)Includes 7,566 shares held in a revocable living trust for which Mr. Jewell and his spouse serve as co-trustees with shared voting and investment power.

(6)Includes all directors and executive officers of the Company serving in such capacity as of April 22, 2024.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, officers and all persons who beneficially own more than 10% of the outstanding shares of common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Section 16(a) officers, directors and greater than 10% beneficial owners are also required to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of Section 16(a) reports filed electronically with the SEC and written representations from certain reporting persons, we believe that all forms required to be filed by such persons under Section 16(a) were filed on a timely basis, with the exception of four late filings: one late filing by Mr. Augdahl to report the grant of restricted shares of common stock of the Company with respect to a transaction on April 12, 2023 that was reported on a Form 4 on April 20, 2023; one late filing for Jane Boyce reporting the gifting of common stock of the Company to a family trust with respect to a transaction on July 14, 2023 that was reported on a Form 4 on July 20, 2023; one late filing by Mr. Jewell to report the grant of restricted shares of common stock of the Company with respect to a transaction on October 18, 2023 that was reported on a Form 4 on February 9, 2024; and, one late filing for Mr. Longman to report the grant of restricted shares of common stock of the Company with respect to a transaction on October 18, 2023 that was reported on a Form 4 on February 9, 2024.

Proposal 1: Election of Directors

Our Articles provide that our Board of Directors will be divided into three classes of directors of as nearly equal size as possible and the term of each class of directors is three years. The term of one class expires each year in rotation. Currently, we have nine directors, with three directors serving in each class. At our Annual Meeting, the terms of our three Class II directors will expire.

Christina M. Alvord, Herbert K. Parker and Ty R. Silberhorn have been nominated for re-election to our Board as Class II directors. Class II directors re-elected at the Annual Meeting will serve until our 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier resignation or removal. Each of the nominees has agreed to serve as a director, if re-elected.

If any of the nominees becomes unable or unwilling to serve as a director prior to the Annual Meeting, proxies will be voted for a substitute nominee or nominees designated by the Board. Alternatively, at the Board’s discretion, the proxies may be voted for a fewer number of nominees.

Information about the background and qualifications of the Board nominees standing for re-election at the Annual Meeting and the directors continuing to serve after the Annual Meeting who are not subject to re-election at the Annual Meeting is provided below.

Our Board of Directors recommends that you vote FOR the three Class II director nominees. Unless a contrary instruction is indicated on the proxy, proxies will be voted FOR the election of the three Class II director nominees.

Corporate Governance

Our Board is committed to high standards of corporate governance and ethical business conduct. The following corporate governance resources reflect this commitment and provide a framework within which directors and management operate the business.

Corporate Governance Resources

Information related to our corporate governance is available on our website atwww.apog.com by clicking on “Investors,” selecting “Governance” and then selecting the applicable document or information. This information includes:

•Board and Committee Composition

•Board Committee Charters

•Our Code of Business Ethics and Conduct, including our Code of Conduct Hotline

•How to Contact the Board

•Our Corporate Governance Guidelines

•Our Restated Articles of Incorporation, as amended

•Our Amended and Restated By-laws

•Our Conflict Minerals Policy and related resources

Information relating to our management team is also available on our website atwww.apog.com by clicking on “About Us” and then selecting “Leadership.”

Code of Business Ethics and Conduct

Our Board of Directors has adopted our Code of Business Ethics and Conduct (our “Code of Conduct”), which is a statement of our high standards for ethical behavior and legal compliance. All our employees and all members of our Board of Directors are required to comply with our Code of Conduct and receive training and certification on our Code of Conduct each year. For employees suspecting a violation of our Code of Conduct, we maintain an independent hotline available 24/7 that allows both anonymous and confidential reporting.