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
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
APOGEE ENTERPRISES, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
APOGEE ENTERPRISES, INC.
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] 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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
- - --------
*Set forth the amount on which the filing is calculated and state how it was
determined.
[_] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
[LOGO OF APOGEE APPEARS HERE]
May 19, 1994
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 21, 1994.
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. Please mark, date and sign the enclosed proxy and return
it in the accompanying envelope as quickly as possible, even if you plan to
attend the meeting. You may vote in person at that time if you so desire.
Sincerely,
/s/ Donald W. Goldfus
Donald W. Goldfus
Chairman of the Board and Chief
Executive Officer
APOGEE ENTERPRISES, INC.
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 21, 1994
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 21, 1994 for the following purposes:
1.To elect three directors for a three-year term;
2. To ratify the appointment of KPMG Peat Marwick as independent auditors
for the fiscal year ending February 25, 1995; and
3.To transact such other business as may properly be brought before the
meeting.
The Board of Directors has fixed April 29, 1994 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. THE PROXY MAY BE REVOKED BY YOU AT ANY TIME AND GIVING
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/ William G. Gardner
William G. Gardner
Secretary
Minneapolis, Minnesota
May 19, 1994
PROXY STATEMENT
GENERAL INFORMATION
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 21, 1994. Only shareholders of record at the
close of business on April 29, 1994 will be entitled 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 all of the
nominees described herein; (ii) in favor of the appointment of KPMG Peat
Marwick 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.
If an executed proxy card is returned and the shareholder has voted "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, 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 present at the meeting for purposes of determining a quorum, but
will not be considered to be represented at the meeting for purposes of
calculating the vote with respect to such matter.
The address of the Company is Suite 1800, 7900 Xerxes Avenue South,
Minneapolis, Minnesota 55431-1159. The telephone number is (612) 835-1874. The
mailing of this proxy statement and form of proxy to shareholders will commence
on or about May 19, 1994.
SHAREHOLDER PROPOSALS
Any shareholder wishing to have a proposal considered for submission at the
1995 annual meeting 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 18, 1995.
1
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS
At April 29, 1994, there were 13,313,131 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 to own more than 5% of the
outstanding voting stock of the Company at March 31, 1994. Unless otherwise
indicated, all shares represent sole voting and investment power.
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
------------------- -------------------- ----------
Trust of Russell H. Baumgardner (6/6/86) 2,271,114 17.1%
(1)
c/o Lionel, Sawyer, & Collins
1100 Bank of America Plaza
50 West Liberty Street
Reno, NV 89501
Guardian Industries Corp. 1,012,700 7.6%
43043 West Nine Mile Rd.
Northville, MI 48167
Trust of Russell H. Baumgardner 732,417 5.5%
(4/30/74) (2)
c/o Hoedeman & Christy PA
920 Second Avenue South, Suite 1000
Minneapolis, MN 55402
David L. Babson & Company 713,958 5.4%
One Memorial Drive
Cambridge, MA 02142-1300
- - --------
(1) The 2,271,114 shares held by the Russell H. Baumgardner Trust dated June 6,
1986 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
Russell H. Baumgardner Trust dated June 6, 1986 were included in the
holdings of Messrs. Goldfus, Johnson and Niederhofer, the number of shares
and percentage of outstanding shares held by each of Messrs. Goldfus,
Johnson and Niederhofer would be as follows: Goldfus, 2,611,567 (19.6%),
Johnson, 2,279,413 (17.1%) and Niederhofer, 2,562,045 (19.2%).
(2) The 732,417 shares held by the Trust of Russell H. Baumgardner dated April
30, 1974 are also deemed to be beneficially owned by Alfred L. Hoedeman,
because he has sole voting and investment power as trustee of the trust.
ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide that the Board of Directors
be divided into three classes of directors of as nearly equal size as possible
and further provides that the total number of directors be determined
exclusively by the Board of Directors. The term of each class of director is
three years, and the term of one class expires each year in rotation.
Currently, there are nine directors. The terms of the directors of Class II,
consisting of Directors A. Andersen, H. Hammerly and L. Niederhofer, expire at
the 1994 Annual Meeting of Shareholders. The terms of the directors of Class
III and Class I expire at the 1995 and 1996 Annual Meetings of Shareholders,
respectively.
2
Unless authority is withheld, the Proxy solicited hereby will be voted FOR
the election of Messrs. Anthony L. Andersen, Harry A. Hammerly and Laurence J.
Niederhofer as Directors of Class II for a three-year term expiring at the 1997
Annual Meeting of Shareholders. 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. Messrs.
Andersen and Niederhofer have been members of the Board of Directors since 1988
and 1964, respectively, and were last elected to the Board of Directors at the
1991 Annual Meeting of Shareholders. At its April 22, 1994 meeting, the Board
of Directors unanimously elected Mr. Hammerly to fill the vacancy on the Board
due to the death of director Russell H. Baumgardner.
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 a 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 1994 Annual Meeting of Shareholders is held.
DIRECTOR TERM
NAME AND PRINCIPAL OCCUPATION AGE SINCE EXPIRES
- - ----------------------------- --- -------- -------
Anthony L. Andersen (Class II) 58 1988 1994
Chair--Board of Directors and CEO of H. B. Fuller Company
(manufacturer of specialty chemicals) since April, 1992.
Prior to that, President and Chief Executive Officer of
H. B. Fuller Company since 1974. Mr. Andersen is also a
director of Cowles Media Company and Minnesota Mutual
Life Insurance Company.
Committees: Compensation and Corporate Governance
Gerald K. Anderson (Class I) 62 1981 1996
President of the Company since 1989. Prior to that,
Executive Vice President of the Company since 1987. Prior
to that, President of the Commercial Construction
Division of the Company since 1982. Prior to that,
various senior management positions with the Company
since 1973.
Committees: Executive
Donald W. Goldfus (Class III) 60 1964 1995
Chairman of the Board of Directors and Chief Executive
Officer of the Company since 1988. Prior to that,
President and Chief Executive Officer since 1986 and
President and Chief Operating Officer since 1984. Prior
to that, various senior management positions with the
Company. Mr. Goldfus is also a director of G & K
Services, Inc., Lifetouch Inc., and Hypro Corporation.
Committees: Executive and Corporate Governance
O. Walter Johnson (Class III) 69 1959 1995
Chairman and Chief Executive Officer of Clutch & U-Joint
Inc. (automotive parts supplier) since 1990. Past
chairman, Conn-Co Shoes, Inc. (retail shoe store chain).
Committees: Audit, Compensation and Corporate Governance
Harry A. Hammerly (Class II) 60 1994 1994
Executive Vice President of Life Sciences Sector and
International Operations, 3M Company (industrial,
consumer and health care products manufacturer) since
March 1994. Prior to that, various senior management
positions with 3M Company since 1973. Mr. Hammerly is
also a director of Cincinnati Milacron, Inc. and The Geon
Company
3
DIRECTOR TERM
NAME AND PRINCIPAL OCCUPATION AGE SINCE EXPIRES
- - ----------------------------- --- -------- -------
Jerry W. Levin (Class I) 50 1987 1996
President and Chief Executive Officer of Revlon, Inc.
(consumer products company) since 1991. Executive Vice
President, MacAndrews & Forbes Group, Inc. (investment
firm) since 1989. Prior to that, various senior executive
positions with The Pillsbury Company (processor and
distributor of food products) since 1974.
Committees: Audit
James L. Martineau (Class III) 53 1973 1995
Vice President of the Company. President of the Glass
Fabrication Division of the Company. Mr. Martineau is
also a director of First Bank Southeast, N.A., Owatonna,
MN.
Committees: Executive
Laurence J. Niederhofer (Class II) 61 1964 1994
Retired Chief Executive Officer of the Window Fabrication
Division of the Company. Mr. Niederhofer is also a
director of M & I First American National Bank, Wausau,
WI.
Committees: Executive
D. Eugene Nugent (Class I) 66 1990 1996
Retired. Chairman and Chief Executive Officer of Pentair,
Inc. (manufacturer of paper and industrial products) from
1982 to 1992.
Committees: Audit, Compensation, Executive and Corporate
Governance
- - --------
None of the above nominees or directors is related to any other nominee or
director or to any executive officer of the Company. Except as indicated above,
each of the nominees and directors has maintained his current principal
occupation for at least the last five years.
The Board of Directors held six meetings during the last fiscal year. All
members attended all of the meetings of the Board and Committees of which they
were members with the exception of Mr. A. Andersen, who attended eight out of
nine Board and committee meetings.
The Company has standing Audit, Compensation, Executive and Corporate
Governance Committees of the Board of Directors. The members of the various
committees are noted in the table above.
The Audit Committee recommends the selection of the independent auditors to
the Board of Directors; reviews the scope and results of the audits performed
by the independent auditors; and reviews various auditing and accounting
matters. The Audit Committee met twice during the fiscal year ended February
26, 1994.
The Compensation Committee determines the salary and other compensation of
all elected officers and senior management. The Compensation Committee also
administers the 1987 Stock Option Plan and the 1987 Partnership Plan. The
Compensation Committee met once during the fiscal year ended February 26, 1994.
The Executive Committee exercises the power of the full Board of Directors
between meetings, except for the power of filling Board vacancies. The
Executive Committee met once during the fiscal year ended February 26, 1994.
4
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 suggests new
director nominees to the Board. The Committee will consider qualified nominees
recommended by shareholders. Any such recommendation for the 1995 election of
directors should be submitted in writing to the Secretary of the Company at
the address indicated above no later than 90 days in advance of the 1995
Annual Meeting of Shareholders. Such recommendation must include information
specified in the Company's Bylaws which will enable the Committee to evaluate
the qualifications of the recommended nominee. Non-employee director members
of the Committee annually review and evaluate the performance of the Chief
Executive Officer. The Corporate Governance Committee met twice during the
fiscal year ended February 26, 1994.
Compensation of Directors. Directors, except for full-time employees of the
Company or its subsidiaries, were paid $12,000 annual retainer, plus a fee of
$1,000 for each meeting of the Board of Directors or its committees attended.
Non-employee directors also receive automatic, annual stock option grants
under the 1987 Stock Option Plan. The number of shares granted are determined
by dividing directors' cash compensation by the market price of common stock
on specified dates. The table below includes the options granted to the non-
employee directors in fiscal 1994, which for the non-employee directors as a
group totaled 7,651 shares. The per share exercise price of all such options
is $12.05. 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 the fiscal
period 1994, the Company contributed $2,880 to the Employee Stock Purchase
Plan for the benefit of all non-employee directors as a group.
The Company has consulting agreements with Laurence J. Niederhofer and D.
Eugene Nugent, non-employee directors, to provide consulting and advisory
services to the Company. Mr. Niederhofer's agreement covers five one-year
terms ending November 1, 1998 and pays Mr. Niederhofer a fee of $60,000 per
year, plus certain out-of-pocket expenses and other benefits. Mr. Nugent's
agreement pays him a fee of $1,000 per day, plus certain out-of-pocket
expenses, per assigned consulting engagement. For the fiscal period 1994, Mr.
Nugent was paid $3,000.
Transactions and Proceedings Involving Directors/Executive Officers. See
disclosures under Compensation Committee Interlocks and Insider Participation.
5
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, the executive officers of the Company
included in the Summary Compensation Table set forth under the caption
"Executive Compensation" below, and by all directors and executive officers of
the Company as a group, at March 31, 1994.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
----------------------------------------------
NUMBER OF OPTIONS
SHARES EXERCISABLE PERCENT OF
PRESENTLY WITHIN OUTSTANDING
NAME HELD(1) 60 DAYS TOTAL SHARES
---- --------- ----------- ------- -----------
Anthony L. Andersen.......... 3,041 5,434 8,475 (7)
Gerald K. Anderson........... 67,919 7,500 75,419 (7)
William G. Gardner........... 29,694(2) 8,750 38,444 (7)
Donald W. Goldfus............ 331,703(3)(4) 8,750 340,453 2.6%
Harry A. Hammerly............ 1,000 -- 1,000 (7)
O. Walter Johnson............ 2,455(4) 5,844 8,299 (7)
Jerry W. Levin............... 13,558(5) 5,567 19,125 (7)
James L. Martineau........... 114,403 6,250 120,653 (7)
Laurence J. Niederhofer...... 290,931(4)(6) -- 290,931 2.2%
D. Eugene Nugent............. 1,537 4,854 6,391 (7)
All Directors and Executive
Officers as a group (10 per-
sons)....................... 856,241 52,949 909,190 6.8%
- - --------
(1) Each person shown has sole voting and investment power over the shares
unless otherwise indicated. Shares beneficially owned include shares owned
or vested through the Company's 1987 Partnership Plan, 401(k) Plan and
Pension Plan.
(2) Includes 276 shares held by Mr. Gardner's children and 100 shares held by
Mr. Gardner's wife, as to which he disclaims beneficial interest.
(3) Includes 25,656 shares held by Mr. Goldfus' wife, as to which he disclaims
beneficial interest.
(4) The 2,271,114 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, Johnson 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, Johnson and Niederhofer would be increased by
2,271,114 and the percent of outstanding shares would be as follows:
Goldfus 19.6%, Johnson, 17.1% , Niederhofer, 19.2% and All Directors and
Executives Officers as a Group, 23.9%.
(5) Includes 2,000 shares held by Mr. Levin's wife as trustee for trusts for
the benefit of Mr. Levin's children, as to which he disclaims beneficial
interest.
(6) Includes 30,224 shares held by Mr. Niederhofer's wife, as to which he
disclaims beneficial interest.
(7) Less than 1%.
6
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Overview and Philosophy
The compensation of executive officers is determined by the Compensation
Committee of the Board of Directors. The Committee is comprised entirely of
outside 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.
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. As such, plans are
designed and decisions are made that place more emphasis on long-term business
development than on short-term results. Also, the Committee believes it is
consistent with this entrepreneurial philosophy to place more emphasis on both
short and long-term incentive pay, than on base pay. In furtherance of this
philosophy, the Company maintains a high level of operational autonomy, there
being only four executive officers and 21 employees, including officers, at the
corporate level, compared to a total employee count of 5,863 as of February,
1994. Compensation of divisional management is administered primarily at the
divisional level.
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) Establish total compensation plans that are competitive with similarly
situated companies, that attract and retain superior performers, and
that reward outstanding performance.
3) Align the executive officers' interests 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
adjustments, the Committee takes into account the executive's level of
responsibility, experience, and performance in relation to the Company's
performance and other companies' performance. In fiscal 1994, base salaries of
executive officers were less than the average of companies of equivalent size
and complexity and no executive officer received an increase. Final 1994 base
salaries remained the same as fiscal 1993.
Annual Incentive
Executives may earn annual incentive compensation under an individualized
cash bonus plan. The Committee develops the plan for the Chief Executive
Officer and reviews and approves plans for other executive officers at the
beginning of the fiscal year. Each plan encompasses specific objectives, such
as business unit or Company profitability, achievement of planned results,
return on assets or equity, and individual and group development. The actual
cash bonus is awarded based on the degree of achievement of those objectives.
The Committee may also make discretionary bonus awards if, in its judgment,
such action is merited in light of individual performance, compensation equity,
or both. For fiscal 1994, the range of potential bonus payments as a percentage
of base pay was from zero to 102 percent.
7
Long-term Incentive
To further encourage alignment of 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 the year, each
executive officer may voluntarily defer up to fifty percent of their possible
incentive compensation (to a maximum of $100,000) to be invested in the
Partnership Plan. The Company matches the deferred amount and the aggregate is
invested in the Company's common stock. The individual's 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 5 to 10 years, as
determined by the Committee. In the accompanying Summary Compensation Table,
the deferred amount and the Company match under the Partnership Plan are shown
in the column labeled Restricted Stock Award. Such restricted stock awards
relate exclusively to the compensation deferral under the Partnership Plan, and
no other restricted stock grants have been made to executive officers of the
Company in the three-year period.
Stock Options
Executives are also eligible to receive grants under the Company's stock
option plan which is administered by the Compensation Committee. Option grants
are made at current market prices so that executive rewards accrue only as
shareholder value increases. The option grants typically vest at the rate of 25
percent per year, beginning on the grant's first anniversary. Consistent with
the Company's emphasis on long-term incentives, grants are generally made each
year to a broad base of recipients (201 employees in fiscal 1994) that may or
may not include executive officers.
Chief Executive Officer Compensation
Mr. Donald W. Goldfus has held the position of Chief Executive Officer since
1986. His salary for fiscal 1994 was $285,000. Mr. Goldfus' 1994 salary did not
reflect any increase from his 1993 salary. The Committee believes that Mr.
Goldfus' contributions have helped to lead to the dramatic improvement in the
automotive and glass fabrication segments of the Company during the past year.
This conclusion is supported by the Corporate Governance Committee which, as
part of its duties, completed a performance review of the Chief Executive
Officer in March, 1994. Accordingly, the Committee awarded Mr. Goldfus a
discretionary bonus of $50,000 under the annual incentive plan. Mr. Goldfus had
elected to defer one-half of any bonus received into the Company's long-term,
stock-based incentive plan (the 1987 Partnership Plan). Therefore, the
accompanying Summary Compensation Table reflects a cash bonus of $25,000. The
deferred portion, together with the Company match as described above and in the
table, are reported in the restricted stock award column in the table.
The Committee believes the executive compensation policies and actions
discussed in the above report reflect decisions which are consistent with the
Company's overall beliefs and goals.
Anthony L. Andersen
O. Walter Johnson
D. Eugene Nugent
Members of the Compensation
Committee
8
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.
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------- ---------------------------------
TOTAL STOCK
OTHER RESTRICTED OPTION LONG-TERM
NAME AND PRINCIPAL ANNUAL STOCK SHARES INCENTIVE ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) AWARD (2) AWARDED PAYOUTS(3) COMPENSATION (4)
------------------ ---- ------- ------- --------------- ---------- ----------- ---------- ----------------
Donald W. Goldfus....... 1994 285,000 25,000 686 50,000 15,000 -- 16,948
Chairman and CEO 1993 281,538 25,000 856 50,000 -- -- 16,562
1992 272,596 50,000 810 100,000 -- -- 16,368
Gerald K. Anderson...... 1994 225,000 25,000 33,912 50,000 10,000 -- 13,948
President 1993 222,802 25,000 27,097 50,000 -- -- 13,655
1992 218,077 64,781 56,166 129,562 -- 29,563 13,592
Laurence J. Niederhofer. 1994 93,288 -- 4,645 -- -- -- 6,343
Vice Chairman 1993 220,500 -- 5,794 -- -- -- 13,477
(Retired 8/1/93) 1992 228,981 30,000 4,677 60,000 -- -- 14,198
James L. Martineau...... 1994 220,000 135,000 490 90,000 5,000 -- 13,698
Vice President 1993 218,571 67,500 611 45,000 -- -- 13,430
1992 218,077 41,434 580 27,622 -- -- 13,592
William G. Gardner...... 1994 130,000 10,000 -- 20,000 5,000 -- 8,930
CFO, Treasurer and 1993 129,231 5,000 -- 10,000 -- -- 8,993
Secretary 1992 118,269 15,000 -- 30,000 -- -- 7,274
- - --------
(1) Includes interest credited to participants' accounts under the Company's
1986 Deferred Incentive Compensation Plan. In the case of Mr. Anderson,
also includes compensation and interest under the consulting agreement
described in Employment Agreements.
(2) Under the 1987 Apogee Enterprises, Inc. Partnership Plan, participants are
given the opportunity to voluntarily defer up to 50 percent of their annual
incentive compensation, to a maximum of $100,000. The Company matches the
deferred amount and the aggregate, listed under "Restricted Stock Award,"
is invested in the Company's common stock. 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
5 to 10 years, as determined by the Compensation Committee. All shares are
eligible to receive all declared dividends. As of February 26, 1994, the
total number of shares held in trust and dollar value of those shares for
each officer is listed below.
SHARES SHARES
ACQUIRED ACQUIRED
WITH WITH
YEARS OF DEFERRED COMPANY AGGREGATE
OFFICER PARTICIPATION AMOUNT MATCH $ VALUE
------- ------------- -------- -------- ---------
Donald W. Goldfus................. 7 21,901 11,632 $486,229
Gerald K. Anderson................ 7 36,947 13,484 731,250
Laurence J. Niederhofer........... 7 10,288 6,155 238,424
James L. Martineau................ 7 5,690 6,995 183,933
William G. Gardner................ 7 6,674 6,372 193,517
(3) The Company had a supplemental incentive agreement with Mr. Anderson
whereunder he was entitled to receive annual cash incentive compensation
payments based upon the Company achieving specified levels of cumulative
compound growth. The agreement expired on February 27, 1993.
(4) Represents amounts paid under the Company's defined contribution pension
plan and 401(k) savings plan, which are applicable to executive officers on
the same basis as all eligible employees.
9
STOCK OPTIONS
The following tables summarize option grants and exercises during fiscal 1994
to or by the executive officers named in the Summary Compensation Table above,
and the value of the options held by such persons at the end of fiscal 1994.
OPTION GRANTS IN FISCAL 1994
POTENTIAL REALIZABLE
VALUE AT ASSUMED
% OF ANNUAL RATES OF STOCK
TOTAL OPTIONS PRICE APPRECIATION FOR
GRANTED TO EXERCISE OPTION TERM
OPTIONS(1) EMPLOYEES IN PRICE EXPIRATION ----------------------
NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE 5% 10%
---- ----------- ------------- --------- ---------- ---------- -----------
Donald W. Goldfus....... 15,000 10.2% $11.75 4/23/98 $ 48,694 $ 107,602
Gerald K. Anderson...... 10,000 6.8% $11.75 4/23/98 32,463 71,735
James L. Martineau...... 5,000 3.4% $11.75 4/23/98 16,231 35,867
William G. Gardner...... 5,000 3.4% $11.75 4/23/98 16,231 35,867
- - --------
(1) The options were granted on April 23, 1993 and will become exercisable in
equal increments over the next four years.
OPTION EXERCISES IN FISCAL 1994 AND FISCAL YEAR-END OPTION VALUES
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL OPTIONS AT FISCAL
SHARES YEAR END (#) YEAR END ($)
ACQUIRED ON VALUE (EXERCISABLE/ (EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE) UNEXERCISABLE)
---- ------------ ------------ ----------------- -----------------
Donald W. Goldfus....... -- -- 8,750/11,250 $10,314/30,938
Gerald K. Anderson...... -- -- 7,500/7,500 6,875/20,625
James L. Martineau...... -- -- 6,250/3,750 3,438/10,313
William G. Gardner...... -- -- 8,750/6,250 9,375/19,688
EMPLOYMENT AGREEMENTS
The Company has a consulting agreement with Mr. Gerald K. Anderson,
whereunder Mr. Anderson has agreed to provide the Company with consulting
services and not to engage in competition with the Company for a period of five
years after his termination of employment. Under the terms of the agreement,
the Company awards Mr. Anderson or his beneficiaries ten percent of his salary
and incentive compensation earned each year, to be paid, with interest, over a
period commencing upon his termination of employment, death or disability.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During Fiscal 1994, the following individuals served as members of the
Compensation Committee: Anthony L. Andersen, O. Walter Johnson and D. Eugene
Nugent. There are no Compensation Committee "interlocks" within the meaning of
the rules of the SEC. In April 1993, Metro Square Partnership's obligation to
the Company in the amount of $531,204, in conjunction with a glazing contract
completed by the Company's Commercial Construction Division in the ordinary
course of business, was discharged in a bankruptcy proceeding. O. Walter
Johnson was a partner in Metro Square Partnership.
10
COMPARATIVE STOCK PERFORMANCE
The following graph compares the cumulative total return of the Common Stock
of the Company for the last five fiscal years with the cumulative total return
of the Standard & Poors Midcap 400 and the peer group composite listed below
for the same period.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG APOGEE ENTERPRISES, S&P MIDCAP 400 INDEX AND PEER GROUP INDEX
February 28, 1989 to February 28, 1994
S&P Peer
Measurement period Apogee Midcap 400 Group
(Fiscal Year Covered) Enterprises Index Index
- - --------------------- ----------- ---------- -----
Measurement PT -
02/28/89 $ 100.00 $ 100.00 $ 100.00
FYE 02/28/90 $ 114.50 $ 119.94 $ 95.04
FYE 02/28/91 $ 134.43 $ 141.11 $ 92.83
FYE 02/28/92 $ 96.02 $ 186.23 $ 101.04
FYE 02/28/93 $ 93.40 $ 201.25 $ 117.91
FYE 02/28/94 $ 125.27 $ 231.72 $ 124.45
- - --------
Assumes $100 invested at the close of trading on February 28, 1989 in Apogee
Enterprises, Inc. common stock, Standard and Poors Midcap 400, and the peer
group composite listed below. Assumes monthly reinvestment of dividends. Total
return calculations for the Index were performed with all available data by
Standard & Poors Compustat Services, Inc.
For the fiscal year ended February, 1994, the Company's primary business
activities included the fabrication and installation of nonresidential wall and
window systems and architectural glass products (about 60% of the total sales)
and the fabrication, distribution and installation of automotive safety glass
(about 30%).
The Company is not aware of any competitors, public or private, that are
similar to it in both 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 capitalizations of $500
million or less as of February 28, 1994 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 returns of the respective peer
group companies were based on their respective market capitalization.
The companies included in the peer group index are: Butler Manufacturing
Corporation, Donnelly Corporation, Excel Industries, International Aluminum
Corporation, Robertson-Ceco Corporation, Southwall Technologies and Sun
Distributors.
11
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
KPMG Peat Marwick has served as the independent auditors of the Company since
1968. The Board of Directors has again appointed KPMG Peat Marwick to serve as
the Company's independent auditors for the fiscal year ending February 25,
1995. 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
represented at the meeting in person or by proxy.
A representative of KPMG Peat Marwick will be present at the Annual Meeting
of Shareholders and 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 1994, KPMG Peat Marwick
reviewed the Company's annual report and its filings with the Securities and
Exchange Commission.
GENERAL
The 1994 Annual Report to Shareholders for the fiscal year ended February 26,
1994 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 the 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 Form 10-K Annual
Report, filed with the Securities and Exchange Commission for the fiscal year
ended February 26, 1994 , may do so without charge by writing to the Treasurer
at Suite 1800, 7900 Xerxes Avenue South, Minneapolis, Minnesota 55431-1159.
By Order of the Board of Directors,
/s/ William G. Gardner
William G. Gardner
Secretary
Dated: May 19, 1994
12
APOGEE ENTERPRISES, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints DONALD W. GOLDFUS and GERALD K. ANDERSON as
Proxies, each with the power to appoint his substitute, and hereby authorizes
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
29, 1994, at the Annual Meeting of Shareholders to be held on June 21, 1994,
or any adjournment thereof.
1. ELECTION OF DIRECTORS:
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through nominee's name in the list below:
ANTHONY L. ANDERSEN HARRY A. HAMMERLY LAURENCE J. NIEDERHOFER
- - -------------------------------------------------------------------
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK 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 stockholder. If no direction is made, this proxy
will be voted FOR Proposals 1 and 2. Please sign exactly as 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.
Dated: 1994
------------------,
- - --------------------------------
Signature
- - --------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
