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):

Wednesday, June 25, 2025

8:00 a.m. Central Time

The 2025 Annual Meeting of Shareholders of Apogee Enterprises, Inc. (the “Annual Meeting”) will be held at 8:00 a.m. Central Time on Wednesday, June 25, 2025. 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/APOG2025.

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

1. Election of two Class III directors for terms expiring at our 2028 Annual Meeting of Shareholders;

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

3. Advisory vote to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 28, 2026; and

4. 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 28, 2025, 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

Chief Legal Officer and Secretary

Minneapolis, Minnesota

May 13, 2025

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meetingto be held on June 25, 2025: Our 2025 Proxy Statement and our Fiscal 2025 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.

2025 Annual Meeting of Shareholders

Items of Business

Fiscal 2025 Financial Results

We are a leading provider of architectural building products and services, as well as high-performance coated materials used in a variety of applications. Our four reporting segments are: Architectural Metals (formerly Architectural Framing Systems), Architectural Glass, Architectural Services and Performance Surfaces (formerly Large-Scale Optical). During the fourth quarter of fiscal 2025, our Company changed the names of two reporting segments to better reflect their product focus and capabilities. There were no changes in the products or brands included within each of the reportable segments as part of the change in segment names.

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 cumulative adjusted diluted earnings per share ("Adjusted Diluted EPS") and three-year average adjusted return on invested capital (“Adjusted ROIC”) over the performance period and that settle 50% in shares and 50% in cash. (Adjusted Diluted EPS and Adjusted ROIC are non-GAAP financial measures. See discussion of non-GAAP financial measures on page 35.)

•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. Jewell, T. Johnson and Ms. Trende, and one times their annual salaries for other corporate executives. Messrs. Silberhorn, Jewell, and T. Johnson achieved the required ownership levels within the required grace period. Mr. Osberg and Ms. Trende are on pace to achieve their 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 2025 Executive Compensation Actions

•Base Salaries. For fiscal 2025, the Committee awarded a base salary increase of 3.56% to Mr. Silberhorn, our Chief Executive Officer. Among our Other Named Executive Officers, Messrs. Osberg, Jewell and T. Johnson received base salary increases ranging from 2.39% to 2.71%. Ms. Trende's base salary was established when she joined the Company on July 29, 2024 during fiscal 2025. See “Fiscal 2025 Individual Compensation Actions” beginning on page 42 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 and Osberg, whose payouts were based on consolidated performance metrics, the fiscal 2025 annual cash incentive paid out at 84.04% of target. For Messrs. Jewell and T. Johnson, whose payouts were based on segment as well as consolidated performance metrics, the fiscal 2025 annual cash incentive paid out at 123.38% and 170.22% of target, respectively. Ms. Trende, who joined the Company during fiscal 2025, received a cash incentive paid out at 100% of target as set forth in her "Offer Letter" as described below. See “Fiscal 2025 Annual Cash Incentive Payouts” beginning on page 44 for a discussion of the metrics, goals and amounts paid to our Named Executive Officers for our annual cash incentive awards in fiscal 2025.

•Long-Term Incentive Awards. Beginning in fiscal 2025, 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 cumulative Adjusted Diluted EPS and average Adjusted ROIC over the three-year performance period. We added Adjusted Diluted EPS as a metric in fiscal 2025 in order to diversify and balance our performance metrics, incentivizing earnings growth as well as return on invested capital. Mr. Silberhorn’s long-term incentive awards in fiscal 2025 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 2025, Mr. Silberhorn received a restricted stock award valued at $1,211,581 and a performance award with a target payout of $1,817,386 and Messrs. Osberg, Jewell, and T. Johnson received restricted stock awards with values ranging from $192,592 to $484,483 and performance awards with target payouts ranging from $256,774 to $484,491. Ms. Trende joined the Company on July 29, 2024 during fiscal 2025. On that date, in addition to her new hire inducement award, she received a restricted stock award with a value of $245,970 and a performance award with a target payout of $246,019. See “Long-Term Incentive Compensation” beginning on page 46 for additional information about our long-term incentive program and fiscal 2025 awards.

•New Executive Vice President and Chief Human Resources Officer Appointment. In connection with Ms. Trende's appointment as Executive Vice President and Chief Human Resources Officer effective July 29, 2024, the Company and Ms. Trende entered into an "Offer Letter Agreement" (the "Offer Letter"). Pursuant to the terms of the Offer Letter, Ms. Trende is entitled to an initial annual base salary of $410,000 per year and a one-time sign-on bonus of $200,000 (which is subject to repayment if Ms. Trende left the Company during the first twelve months of her employment). This bonus was included in the Bonus column for fiscal 2025 in the "Summary Compensation Table" beginning on page 53. The Offer Letter also provided for the grant to Ms. Trende of a new hire inducement award of $475,000 worth of restricted shares of the Company's stock, based on the closing price on Ms. Trende's hire date, which was included in the Stock Awards column for fiscal 2025 in the "Summary Compensation Table." Based on continued employment with the Company, 50% of such restricted shares vest twelve-months after her hire date, and the remaining 50% will vest twenty-four months after her hire date. Ms. Trende participates in the Company's annual cash incentive plan, with a target cash incentive of 60% of base salary. The Offer Letter also provided Ms. Trende with a prorated fiscal 2025 annual cash incentive payout of at least 100% of target. She received long-term incentive awards of time-based restricted stock valued at 60% of base salary, and a performance award with a target payout of 60% 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.

Director Independence

8 of 9 Directors

Independent

Tenure Balance

4 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 experience to their service on our Board. The following matrix highlights the key skills, experience, and range of tenure for our directors as of April 28, 2025. 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 13.

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 2025, we continued our shareholder engagement practices, utilizing a combination of in-person and virtual meeting formats to stay connected with our shareholders. During fiscal 2025, members of our management team participated in several virtual and in-person investor conferences and met with investors in numerous other in-person and virtual meetings, conference calls and phone 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 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, sustainability-related 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 28, 2025, 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 28, 2025, there were 21,573,126 shares of common stock outstanding.

(1)We have relied upon the information provided by BlackRock, Inc. (“BlackRock”) in a Schedule 13G/A filed on November 8, 2024, and reporting information as of September 30, 2024. 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 3,910,203 shares and sole voting power over 3,856,763 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 Victory Capital Management Inc. (“Victory Capital”) in a Schedule 13G filed on January 28, 2025, and reporting information as of December 31, 2024. Of the shares reported, Victory Capital has sole investment power over 1,155,967 shares and sole voting power over 1,150,192 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 28, 2025, by each of our directors, each of our executive officers named in the "Summary Compensation Table"beginning on page 53 (our “Named Executive Officers”) and by all of our current directors and executive officers as a group. As of April 28, 2025, there were 21,573,126 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, as Amended and Restated (2024) (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 2025 Non-Employee Director Compensation Table" on page 30.

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 2,358 shares that Mr. Heard has the right to acquire upon vesting of restricted stock units within 60 days of April 28, 2025.

(4)Includes 66 shares held in a revocable living trust for which Mr. Jewell and his spouse serve as co-trustees with shared voting and investment power.

(5)Includes all directors and executive officers of the Company serving in such capacity as of April 28, 2025.

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 one late filing by Mr. L. Johnson to report the vesting of deferred shares of common stock of the Company on January 2, 2025, that was reported on a Form 4 on February 26, 2025.

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 two Class III directors will expire. On April 22, 2025, Class III director, Frank G. Heard informed the Board that he would retire from the Board and would not stand for re-election at the Annual Meeting. Mr. Heard will continue to serve on the Board until the Annual Meeting. Immediately following the certification of the vote for election of directors at the Annual Meeting, the size of our Board will be reduced to eight directors, with three directors in Class I and II and two directors in Class III.

Elizabeth M. Lilly and Mark A. Pompa have been nominated for re-election to our Board as Class III directors. Class III directors re-elected at the Annual Meeting will serve until our 2028 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 two Class III director nominees. Unless a contrary instruction is indicated on the proxy, proxies will be voted FOR the election of the two Class III director nominees.

Class III Directors – Terms Expiring in 2028

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 employees and 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.