Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

Election of three Class II directors for three-year terms expiring at our 2021 annual meeting of shareholders;

Ratification of the election of Lloyd E. Johnson as a Class I director;

Advisory vote on Apogee’s executive compensation;

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending March 2, 2019; and

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

By Order of the Board of Directors,

Patricia A. Beithon

General Counsel and Corporate Secretary

PROXY STATEMENT SUMMARY 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT 

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 

PROPOSAL 1: ELECTION OF DIRECTORS 

PROPOSAL 2: RATIFICATION OF THE ELECTION OF LLOYD E. JOHNSON AS A CLASS I DIRECTOR 

CORPORATE GOVERNANCE 

CORPORATE GOVERNANCE SECTION OF OUR WEBSITE

CODE OF BUSINESS ETHICS AND CONDUCT

CORPORATE GOVERNANCE GUIDELINES

BOARD INDEPENDENCE

CRITERIA FOR MEMBERSHIP ON OUR BOARD OF DIRECTORS

STOCK OWNERSHIP GUIDELINES FOR NON -EMPLOYEE DIRECTORS

RETIREMENT POLICY

PROCEDURE FOR EVALUATING DIRECTOR NOMINEES

BOARD MEETINGS AND 2017 ANNUAL MEETING OF SHAREHOLDERS

BOARD COMMITTEE RESPONSIBILITIES, MEETINGS AND MEMBERSHIP

RISK OVERSIGHT BY OUR BOARD OF DIRECTORS

BOARD LEADERSHIP STRUCTURE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

NON-EMPLOYEE DIRECTOR COMPENSATION 

NON-EMPLOYEE DIRECTOR COMPENSATION ARRANGEMENTS DURING FISCAL 2018

FISCAL 2018 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

EXECUTIVE COMPENSATION 

COMPENSATION COMMITTEE REPORT

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION RISK ANALYSIS

GRANTS OF PLAN-BASED AWARDS

OPTION EXERCISES AND STOCK VESTED

RETIREMENT PLAN COMPENSATION

NON-QUALIFIED DEFERRED COMPENSATION

POTENTIAL PAYMENTS UPON TERMINATION OR FOLLOWING A CHANGE-IN-CONTROL

CEO PAY RATIO DISCLOSURE 

PROPOSAL 3: ADVISORY APPROVAL OF APOGEE’S EXECUTIVE COMPENSATION 

AUDIT COMMITTEE REPORT

AUDIT FEES, AUDIT-RELATED FEES , TAX FEES AND ALL OTHER FEES

POLICY ON AUDIT COMMITTEE PRE -APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES PROVIDED BY OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FREQUENTLY ASKED QUESTIONS

WHAT IS THE PURPOSE OF THE MEETING?

HOW DOES THE BOARD RECOMMEND THAT I VOTE?

WHAT VOTE IS REQUIRED FOR THE ELECTION OF DIRECTORS OR FOR A PROPOSAL TO BE APPROVED?

WHO IS ENTITLED TO VOTE AT THE MEETING?

WHAT ARE MY VOTING RIGHTS?

HOW MANY SHARES MUST BE PRESENT TO HOLD THE MEETING?

HOW DO I VOTE MY SHARES BY PROXY?

HOW DO I VOTE IF MY SHARES ARE HELD IN THE 401(K) RETIREMENT PLAN, EMPLOYEE STOCK PURCHASE PLAN OR OTHER PLANS OF APOGEE?

WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS OR PROXY CARD?

CAN I VOTE MY SHARES IN PERSON AT THE MEETING?

HOW ARE VOTES COUNTED?

WHO WILL COUNT THE VOTE?

WHAT IF I DO NOT SPECIFY HOW I WANT MY SHARES VOTED?

CAN I CHANGE MY VOTE AFTER SUBMITTING MY PROXY OR VOTING INSTRUCTIONS?

HOW CAN I ATTEND THE MEETING?

WHY DID I RECEIVE A NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PROXY MATERIALS?

HOW CAN A SHAREHOLDER GET A COPY OF THE COMPANY’S 2018 ANNUAL REPORT ON FORM 10-K?

HOW DO I GET ELECTRONIC ACCESS TO THE PROXY MATERIALS?

WHAT IS A PROXY?

WHAT IS THE DIFFERENCE BETWEEN A SHAREHOLDER OF RECORD AND A “STREET NAME” HOLDER?

WHO PAYS FOR THE COST OF PROXY PREPARATION AND SOLICITATION?

HOW CAN A SHAREHOLDER RECOMMEND OR NOMINATE A DIRECTOR CANDIDATE?

HOW CAN A SHAREHOLDER PRESENT A PROPOSAL AT THE 2019 ANNUAL MEETING OF SHAREHOLDERS?

HOW CAN I COMMUNICATE WITH OUR BOARD OF DIRECTORS?

WHAT IS “HOUSEHOLDING” OF PROXY MATERIALS?

EXHIBIT A

Thursday, June 28, 2018, at 9:30 a.m. Central Daylight Time (CDT)

Apogee’s headquarters at 4400 West 78th Street, Suite 520, Minneapolis, Minnesota

Friday, May 4, 2018

Shareholders of Record. If you are a shareholder of record, you can give a proxy to be voted at the meeting in one of the following ways:

●

By Internet: electronically via the Internet by following the “Vote by Internet” instructions on the Notice or on the proxy card, if you received paper copies of our proxy materials. Internet voting facilities for shareholders of record will be available until 11:59 p.m. Eastern Daylight time (EDT) (10:59 p.m. CDT) on June 27, 2018.

●

By Mail: by completing, signing and mailing the proxy card.

●

In Person: you may attend the Annual Meeting and vote in person by completing a ballot. Attending the Annual Meeting without completing a ballot will not count as a vote. If you choose to vote in person, you must bring proof of identification and your Notice or proxy card showing your control number to the Annual Meeting. You are encouraged to complete your proxy prior to the Annual Meeting by Internet or mail regardless of whether you plan to attend the Annual Meeting.

Beneficial Owners. If you are the beneficial owner of your shares (that is, you hold your shares in “street name”), you must vote your shares in the manner prescribed by your broker or other nominee. Your broker or other nominee has enclosed or otherwise provided a voting instruction card for you to use in directing the broker or other nominee how to vote your shares. Alternatively, you may obtain a “legal proxy” from your bank, broker or other nominee and bring it with you to hand in with a ballot in order to be able to vote your shares at the Annual Meeting. If you chose to vote at the Annual Meeting, you must bring the following: (i) proof of identification, (ii) an

account statement or letter from the bank, broker or other nominee indicating that you are the beneficial owner of the shares and (iii) a signed proxy from the shareholder of record giving you the right to vote the stock. The account statement or letter must show that you were the beneficial owner of the shares on May 4, 2018, the record date for the Annual Meeting.

If you hold shares in our 401(k) Retirement Plan, Employee Stock Purchase Plan or our other plans, please refer to voting instructions on page 68.

Name

Age

Occupation

Director

Since

Independent?

Audit
Committee
Financial
Expert

Term

Bernard P. Aldrich

Class II Director

Retired Chief Executive Officer and President of Rimage Corporation (now Qumu Corporation)

Herbert K. Parker

Class II Director

Retired Executive Vice President - Operation Excellence of Harman International Industries, Inc.

Joseph F. Puishys

Class II Director

Chief Executive Officer and President of Apogee Enterprises, Inc.

3-Year Term Expiring in 2021

Name

Occupation

Independent?

Audit
Committee
Financial
Expert

Term

Lloyd E. Johnson

Class I Director

Retired Global Managing Director, Finance and Internal Audit of Accenture Corporation

Term Expiring in 2020

We had record revenues growing revenues 19% over the prior year.

Adjusted operating income increased 7% over the prior year; operating income decreased 6% over the prior year. Adjusted operating income excludes amortization of short-lived acquired intangibles, acquisition-related costs and restructuring-related costs. See Exhibit A for a reconciliation of adjusted operating income.

Adjusted operating margin was 10%, down slightly from adjusted operating margin of 11% in the prior year; operating margin was 9%, down from operating margin of 11% in the prior year. Operating margin was negatively impacted by reduced volume leverage in two of our segments, inclusion of EFCO Corporation, which we acquired in June 2017, at lower margins, and costs for shutdown of an Architectural Glass segment facility in Utah. See Exhibit A for a reconciliation of adjusted operating margin.

We had operating cash flow of $127.5 million, an increase of 3% over the prior year.

We had record adjusted earnings per diluted share of $3.23, an increase of 7% over adjusted earnings per diluted share of $3.03 in the prior year; earnings per diluted share was $2.76, a decrease of 7% compared to earnings per diluted share of $2.97 in the prior year. Adjusted earnings per diluted share excludes amortization of short-lived acquired intangibles, acquisition-related costs and restructuring-related costs. See Exhibit A for a reconciliation of adjusted earnings per diluted share.

We repurchased 702,299 shares of our common stock at a total cost of $33.7 million.

We increased our quarterly cash dividend 12.5%.

We acquired all the stock of EFCO Corporation, a leading U.S. manufacturer of architectural aluminum window, curtainwall, storefront and entrance systems for commercial construction projects based in Monett, Missouri, in June 2017 for approximately $192 million. This acquisition expanded our presence in mid-sized commercial building projects, broadened our product offerings and increased our geographic presence in the U.S.

We integrated Sotawall Limited, a designer and fabricator of high performance, unitized curtainwall systems for commercial construction projects which was acquired in December 2016. This acquisition expanded our geographic presence in Canada and the Northeast region of the U.S. and increased our product offerings.

We delivered annualized total shareholder returns (“TSR”) over the past five-years of 12%.

We seek alignment of pay and performance each year. A significant portion of our compensation program is performance-based through the use of our short-term 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.

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 executive officers, and each of our Named Executive Officers exceeds their applicable guideline.

We have a “clawback” policy that applies to executive performance-based incentive compensation awards.

We have a hedging policy that prohibits all employees and directors from engaging in hedging transactions in our Company’s securities. None of our executive officers have pledged any shares of our common stock as security or collateral on a personal loan.

We provide minimal perquisites to our executive officers.

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.

The fiscal 2018 base salary increase for our Chief Executive Officer was 5.1%. The fiscal 2018 base salary increases for our Other Named Executive Officers ranged from 3.0% to 4.4%. Our Chief Executive Officer and three of our Other Named Executive Officers did not receive any base salary increases in fiscal 2019.

Although our Company had record revenues and record adjusted earnings per share, we did not pay any fiscal 2018 annual cash incentives to our Named Executive Officers as the Company did not meet the aggressive financial performance metrics for the fiscal 2018 annual cash incentives. The financial performance metrics established for the fiscal 2018 annual cash incentives were net sales, earnings before taxes (“EBT”) and days working capital (“DWC”).

The Committee granted restricted stock awards to our Named Executive Officers that vest over three-years and have award values ranging from $77,935 – $935,002.

The fiscal 2017 – 2018 cash-based performance awards for our Named Executive Officers paid out at an average of 69.19% of target performance. The financial performance metrics for these awards were cumulative net sales, cumulative earnings per share (“EPS”) and average return on invested capital (“ROIC”).

Name of Beneficial Owner

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

The Vanguard Group, Inc.

100 Vanguard Boulevard

Malvern, PA 19355

Engaged Capital, LLC

610 Newport Center Drive

Suite 250

Newport Beach, CA 92660

We have relied upon the information provided by BlackRock, Inc. in a Schedule 13G/A reporting information as of December 31, 2017. The Schedule 13G/A was filed by BlackRock, Inc. in its capacity as a parent holding company or control person and indicates that BlackRock, Inc. has sole investment power over 3,645,250 shares and sole voting power over 3,580,749 shares. BlackRock Fund Advisors, a subsidiary of BlackRock, Inc., beneficially owns 5% or greater of the outstanding shares of the security class reported on the Schedule 13G/A.

We have relied upon the information provided by The Vanguard Group, Inc., an investment advisor (“Vanguard”), in a Schedule 13G/A reporting information as of December 31, 2017. Of the shares reported, Vanguard has sole investment power over 2,617,670 shares, shared investment power over 62,784 shares, sole voting power over 55,404 shares and shared voting power over 9,540 shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of Vanguard, serving as an investment manager of collective trust accounts, is the beneficial owner of 53,244 shares and Vanguard Investments Australia, Ltd., a wholly owned subsidiary of Vanguard, serving as investment manager of Australian investment offerings, is the beneficial owner of 11,700 shares.

We have relied upon the information provided by Engaged Capital, LLC (“Engaged Capital”) and affiliated entities in a joint Schedule 13D filing reporting information as of April 12, 2018. The joint Schedule 13D filing was filed by Engaged Capital Flagship Master Fund, LP (“EC Flagship Master”); Engaged Capital Co-Invest VIII, LP (“EC Co-Invest VIII”); Engaged Capital Flagship Fund, LP (“EC Fund”) as a feeder fund of EC Flagship Master; Engaged Capital Flagship Fund, Ltd. (“EC Offshore”) as a feeder fund of EC Flagship Master; Engaged Capital as a general partner and investment advisor of each EC Flagship Master and EC Co-Invest VIII and investment advisor of a certain managed account (the “EC Account”); Engaged Capital Holdings, LLC (“Engaged Holdings”) as managing member of Engaged Capital; and Glenn W. Welling, as Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings. EC Co-Invest VIII beneficially owns and has sole voting and sole investment power over 720,608 shares. Each of EC Flagship Master, EC Fund and EC Offshore beneficially owns and has sole voting and sole investment power over 903,276 shares. Each of Engaged Capital, EC Holdings and Mr. Welling are deemed to beneficially own and have sole voting and investment power over 1,711,020 shares. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported in the Schedule 13D filing that it or he does not directly own.

Name of Beneficial Owner

Shares Underlying
Options Exercisable
Within 60 Days  (#)⁽³⁾

Phantom
Stock and
Restricted
Stock Units
(#)⁽⁴⁾

Bernard P. Aldrich

Jerome L. Davis

Sara L. Hays

Lloyd E. Johnson

John T. Manning⁽⁷⁾

Robert J. Marzec⁽⁹⁾

Donald A. Nolan

Herbert K. Parker

Richard V. Reynolds

Patricia K. Wagner

Joseph F. Puishys

James S. Porter

Patricia A. Beithon

John A. Klein

Gary R. Johnson

All directors and executive officers as a group (15 persons)

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.

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 “Director Stock Plan”): 3,497 shares for each of Messrs. Aldrich, Manning, Marzec and Ms. Hays; 3,736 shares for Ms. Wagner; 1,720 shares for Mr. L. Johnson; 378 shares for Mr. Parker and 19,822 shares for all directors and executive officers as a group. All shares of restricted stock held pursuant to our Director Stock Plan are subject to future vesting conditions, and holders of such shares have no investment power over such shares.

Named Executive Officers

Joseph F. Puishys

James S. Porter

Patricia A. Beithon

John A. Klein

Gary R. Johnson

All directors and executive officers as a group (15 persons)

Includes shares underlying stock options exercisable currently or within 60 days after May 4, 2018.

Includes phantom stock units, each representing the value of one share of our common stock, that are attributable to accounts in our Director Deferred Compensation Plan, which is described under the heading “Director Deferred Compensation Plan” on page 21, and restricted stock units, each representing one share of our common stock that are issued pursuant to our Director Stock Plan, which is described under the heading “Restricted Stock Awards and Restricted Stock Unit Awards.”

The amounts in this column are derived by adding the amounts in the “Total Beneficial Ownership” and the “Phantom Stock and Restricted Stock Units” columns of the table.

Includes shares held by a revocable trust for which Ms. Hays serves as trustee.

Mr. Manning will retire from our Board effective as of the Annual Meeting.

Includes 1,000 shares held by Mr. Manning’s wife.

Mr. Marzec will retire from our Board effective as of the Annual Meeting.

Includes 15,000 shares held by the Puishys Family Trust for which Mr. Puishys serves as trustee.

Bernard P. Aldrich 

Age: 68

Director since: 1991

Independent

Non-Executive Chair since 2011

Apogee Committees:        

•  Ad hoc Member – all
Board Committees

Public Directorships:        

•  Rimage Corporation
(1997 – 2009)

Mr. Aldrich retired as Chief Executive Officer and President, and a director of Rimage Corporation (now Qumu Corporation), a publicly-held designer and manufacturer of on-demand publishing and duplicating systems for CD and DVD-recordable media, in 2009, after 12 years of service in those capacities. Prior to joining Rimage Corporation in 1997, he served as President of several manufacturing companies controlled by Activar, Inc., an industrial plastics and construction supply company, from 1995 to 1996. Mr. Aldrich served as President of Colwell Industries, a company that designs, manufactures and distributes color merchandising tools, from 1992 to 1994; and as Chief Financial Officer of Advance Machine Co., a manufacturer and supplier of equipment for the commercial floor care industry, from 1973 to 1991.

Skills & Qualifications

•  Executive Leadership

•  Manufacturing Operations

•  Business Operations

•  Financial Management

•  Enterprise Risk Management

•  International

•  Leadership Development

•  Executive Compensation

•  Corporate Governance

•  Public and Private Company Board Experience

Herbert K. Parker  

Age: 60

Director since: 2018

Independent

Audit Committee Financial Expert

Apogee Committees:        

•  Audit

Public Directorships:        

•  TriMas Corporation
(2015 – Present)

•  nVent Electric plc
(2018 – Present)

•  TMS International Corporation
(2012 – 2014)

Mr. Parker is the retired Executive Vice President – Operation Excellence of Harman International Industries, Inc., a worldwide leader in the development, manufacture, and marketing of high quality, high-fidelity audio products, lighting solutions, and electronic systems. He joined Harman International in June 2008 as Executive Vice President and Chief Financial Officer and served in that capacity to 2015. He served as Executive Vice President – Operation Excellence from 2015 to 2017. Prior to joining Harman International Industries, Inc., Mr. Parker served in various senior financial positions with ABB Ltd. (known as ABB Group), a global power and technology company, from 1980 to 2006, including as the Chief Financial Officer of the Global Automation Division from 2002 to 2005 and the Americas Region from 2006 to 2008. Mr. Parker began his career as a staff accountant with C-E Systems.

Skills & Qualifications:

•  Executive Leadership

•  Accounting and Audit

•  Financial Management

•  Asset Management

•  Investor Relations

•  Sarbanes-Oxley Compliance

•  Enterprise Risk Management

•  Operations

•  International Business

•  Corporate Governance

•  Public Company Board Experience

Joseph F. Puishys    

Age: 60

Director since: 2011

Not Independent

Chief Executive Officer and President

Apogee Committees:

•  N/A

Public Directorships:

•  Arctic Cat, Inc.

(2013 – 2017)

Mr. Puishys has served as our Chief Executive Officer and President since August 2011. Prior to joining our Company, he served in various leadership positions at Honeywell International, Inc., a Fortune 100 diversified technology and manufacturing company, for over 32 years. He served as President of Honeywell Environment & Combustion Controls from 2008 to 2011; President of Honeywell Building Solutions from 2005 to 2008; President of Honeywell Building Solutions, America from 2004 to 2005; President of Bendix Friction Materials from 2002 to 2004; Vice President and General Manager of Garrett Engine Boosting Systems from 2000 to 2002; Vice President and General Manager, Aftermarket, Allied Signal Turbocharging Systems from 1996 to 2000; Vice President, Logistics, Allied Signal Automotive Products Group from 1992 to 1996; and various accounting and financial positions from 1979 to 1992.

Skills & Qualifications:

•  Executive Leadership

•  Financial Management

•  Commercial Building Industry

•  Commercial Construction Industry

•  Strategy Development and Execution

•  Manufacturing Operations

•  Sales

•  Business Operations

•  Leadership Development

•  International Operations

•  Corporate Governance

•  Public Company Board Experience

  Class III Directors – Terms Expiring in 2019

Jerome L. Davis       

Age: 63

Director since: 2004

Independent

Apogee Committees:

•  Compensation (Chair)

Public Directorships:

•  GameStop Corporation
(2005 - Present)

Mr. Davis has served as the Executive Vice President and Chief Revenue Officer of the Metropolitan Washington Airports Authority in Washington, D.C., which manages and operates Ronald Reagan National and Dulles International Airports, since September 2014. He previously served as Corporate Vice President of Food and Retail for Waste Management, Inc., the leading provider of integrated environmental solutions in North America, from 2010 to 2012. Mr. Davis was Global Vice President, Service Excellence for Electronic Data Systems, a business and technology services company, from 2003 to 2005. From 2001 to 2003 at Electronic Data Systems, he served as Chief Client Executive Officer and President, Americas for Business Process Management. From 1991 to 2001, he served as President of the Commercial Solutions Division of Maytag Corporation and as Senior Vice President of Sales for Maytag’s Appliances Division from 1998 to 1999. He also served in executive positions at Frito Lay and senior positions at Procter & Gamble.

Skills & Qualifications:

•  Executive Leadership

•  Strategy

•  Sales and Business Development

•  Marketing

•  Information Technology

•  Finance and Enterprise Risk

•  Business Operations

•  International

•  Commercial Real Estate Development

•  Consumer/Retail/Consulting

•  Investor Relations

•  Corporate Governance

•  Public Company Board Experience

Sara L. Hays    

Age: 53

Director since: 2005

Independent

Apogee Committees:

•  Compensation

•  Nominating and Corporate Governance

Ms. Hays is Principal and Founder of SLH Advisors, a privately-held project management and consulting services business she founded in 2011. From 2015 to 2017, she served as Managing Director and Co-Leader of the North American Board Practice of Allegis Partners, an executive search firm. She served as Managing Director, Operations and General Counsel and member of the Executive and Investment Committees of Wrightwood Capital LLC (now part of Ares Management LLC), a real estate finance and investment company, from 2005 to 2011. Prior to joining Wrightwood Capital LLC, she spent over 10 years at Hyatt Hotels, a global hospitality company, initially as Development Counsel and ultimately serving as Senior Vice President and General Counsel and a member of Hyatt Hotels’ Managing Committee responsible for managing the legal risks associated with Hyatt Hotels’ worldwide operations, transactions and owned assets. Before joining Hyatt Hotels, Ms. Hays was an associate practicing commercial real estate law with the Chicago law firm of Coffield Ungaretti & Harris (now part of Nixon Peabody) from 1989 to 1994.

Skills & Qualifications:

•  Executive Leadership

•  Corporate Governance

•  Enterprise Risk Management

•  Commercial Real Estate Industry

•  Finance and Hospitality Industries

•  Legal and Regulatory Compliance

•  Strategy Development and Execution

•  Complex Transactions, including Acquisitions and Workouts

•  Debt and Equity Structuring

•  Private Company Board Experience

Richard V. Reynolds    

Age: 69

Director since: 2006

Independent

Apogee Committees:        

•  Nominating and Corporate Governance (Chair)

Public Directorships:        

•  Allison Transmission Holdings, Inc.

(2010 – Present)

General Reynolds retired from the U.S. Air Force as a Lieutenant General in 2005 after 34 years of service, having served as Vice Commander, Air Force Materiel Command from 2003 to 2005; Commander, Aeronautical Systems Center of Air Force Materiel Command from 2001 to 2003; Commander, Air Force Flight Test Center of Air Force Materiel Command from 1998 to 2001; Program Executive Officer, Airlift and Trainers of the Air Force Program Executive Office from 1996 to 1998; and various other operational and leadership positions, from 1971 to 1996. General Reynolds is the owner of The VanFleet Group, LLC, a privately held aerospace consulting firm he formed in 2005. He also served as Senior Manager/Senior Business Advisor of BearingPoint, Inc., an international management and technology consulting firm, from 2006 to 2009.

Skills & Qualifications:

•  Executive Leadership

•  Enterprise Risk Management

•  Information Technology, including Cyber Security

•  Government Relations

•  Government Contracting and Procurement

•  Supply Chain and Logistics Management

•  Leadership Development

•  Human Capital

•  Research and Development/Product Development

•  Regulatory Compliance

•  Corporate Governance

•  Public Company Board Experience

Lloyd E. Johnson    

Age: 64

Director since: 2017

Independent

Audit Committee Financial Expert

Apogee Committees:

•  Audit

Mr. Johnson was the Global Managing Director, Finance and Internal Audit of Accenture Corporation, a global management consulting and professional services firm providing strategy, consulting, digital technology and operations services, from 2004 to 2015. Prior to joining Accenture Corporation, he served as Executive Director, M&A and General Auditor for Delphi Automotive PLC, a vehicle components manufacturer, from 1999 to 2004. From 1997 to 1999, he served as Corporate Vice President, Finance and Chief Audit Executive for Emerson Electric Corporation, a diversified global manufacturing company serving industrial, commercial and consumer markets. Earlier in his career, he held senior finance leadership roles at Sara Lee Knit Products, a division of Sara Lee Corporation; Shaw Food Industries, a privately-held food service supply company; and Harper, Wiggins & Johnson, CPA, a regional accounting firm. Mr. Johnson began his career with Coopers & Lybrand, a global accounting firm that became part of PricewaterhouseCoopers, a global accounting firm.

Skills & Qualifications:

•  Executive Leadership

•  Public Accounting and Audit

•  Financial Management

•  Business Operations

•  Mergers and Acquisitions

•  International Business

•  Information Technology, including Cyber Security

•  Consulting and Manufacturing Industries

•  Enterprise Risk Management

•  Industrial, Commercial and Consumer Markets

•  Corporate Governance

Donald A. Nolan        

Age: 57

Director since: 2013

Independent

Audit Committee Financial Expert

Apogee Committees:

•  Audit

•  Compensation

Public Directorships:

•  Kennametal Inc.

(2014 – 2016)

Mr. Nolan served as President and Chief Executive Officer of Kennametal Inc., an industrial technology leader serving customers across the aerospace, earthworks, energy, industrial production, transportation and infrastructure industries, from 2014 to 2016. Prior to joining Kennametal Inc., he served as President of the Materials Group for Avery Dennison Corporation, a global leader in labeling and packaging materials and solutions, from 2008 to 2014. As President of Avery Dennison’s Materials Group, Mr. Nolan leveraged operational strengths to accelerate organic growth with an acute focus on customer engagement, brand-savvy marketing and commercially successful innovation. Mr. Nolan served in various executive capacities for Valspar Corporation, a global leader in the paint and coatings industry, from 1996 to 2008. Earlier in his career, Mr. Nolan served in marketing and sales positions with Loctite Corporation, Ashland Chemical Company and General Electric Company. He started his career at Latrobe Steel, then a subsidiary of Timken Company.

Skills & Qualifications:

•  Executive Leadership

•  Business Operations

•  Strategy Development and Execution

•  Marketing and Sales

•  Financial Management

•  International Business

•  Mergers and Acquisitions

•  Enterprise Risk Management

•  Corporate Governance

•  Public and Private Company Board Experience

Patricia K. Wagner         

Age: 55

Director since: 2016

Independent

Audit Committee Financial Expert

Apogee Committees:

•  Audit

•  Compensation

Ms. Wagner has served as Chief Executive Officer of Southern California Gas Company (”SoCalGas”), a regulated subsidiary of Sempra Energy, a Fortune 500 energy holding company, since 2017. SoCalGas is the largest natural gas distribution utility in the United States. Since joining Sempra Energy in 1995, she has served in several leadership positions for the Sempra Energy family of companies, including Executive Vice President of Sempra Energy in 2016; President and Chief Executive Officer of Sempra U.S. Gas & Power, a leading developer and generator of renewable energy and natural gas solutions and operator of power plants, natural gas storage facilities, pipelines and distribution utilities, from 2014 to 2016; and other leadership positions for the Sempra Energy family of companies from 1995 to 2014. Prior to joining Sempra Energy, Ms. Wagner held management positions at Fluor Daniel, an engineering, procurement, construction and maintenance services company. Earlier in her career, Ms. Wagner held positions at McGaw Laboratories and Allergan Pharmaceuticals.

Skills & Qualifications:

•  Executive Leadership

•  Business Operations

•  Financial Management

•  Accounting and Audit

•  Strategy Development and Execution

•  Energy Industry

•  Information Technology

•  Regulatory Compliance

•  Corporate Governance

Management – Background and Experience

Board Committee Charters

Our Code of Business Ethics and Conduct

How to Contact the Board

Our Corporate Governance Guidelines

Our Restated Articles of Incorporation

Our Amended and Restated By-laws

Board Committee

 Responsibilities

AUDIT COMMITTEE

All Members Independent

 ●

Directly responsible for the appointment, compensation, retention and oversight of the work of the firm that serves as the independent accountants to audit our financial statements.

This Committee has oversight responsibilities for our independent registered public accounting firm.

 ●

Oversees our system of financial controls, internal audit procedures and internal audit function.

 ●

Oversees our program to ensure compliance with legal and regulatory requirements and ethical business practices.

 ●

Assesses and establishes policies and procedures to manage our financial reporting and internal control risk.

 ●

Establishes policies and procedures for the pre-approval of all services by our independent registered public accounting firm.

 ●

Establishes procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters.

 ●

Considers the accounting firm’s independence.

COMPENSATION COMMITTEE

 ●

Establishes our executive compensation philosophy and compensation programs that comply with this philosophy.

All Members Independent

 ●

Determines the compensation of our executive officers and other members of senior management.

This Committee administers our executive compensation program.

 ●

Administers our stock incentive plans in which our employees participate.

 ●

Administers our annual cash and long-term incentive plans for executive officers and other members of senior management.

Each member is a “non-employee” director, as defined in the Exchange Act, and is an “outside director” as defined in Section 162(m).

 ●

Reviews its decisions on compensation for our Chief Executive Officer with the full Board of Directors prior to communicating those decisions to our Chief Executive Officer.

 ●

Directly responsible for the appointment, compensation, retention and oversight of the independent compensation consultant.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

 ●

Develops a Board succession plan and establishes and implements procedures to review the qualifications for membership on our Board of Directors, including nominees recommended by shareholders.

 ●

Assesses our compliance with our Corporate Governance Guidelines.

 ●

Reviews our organizational structure and senior management succession plans.

This Committee identifies and evaluates Board

candidates and oversees

our corporate governance practices.

 ●

Makes recommendations to our Board of Directors regarding the composition and responsibilities of our Board committees and compensation for directors.

 ●

Administers an annual performance review of our Board committees, Board of Directors as a whole and our directors whose terms are expiring.

 ●

Administers an annual review of the performance of our Chief Executive Officer, which includes soliciting assessments from all non-employee directors.

 ●

Administers our Director Stock Plan and Director Deferred Compensation Plan.

Name

Bernard P. Aldrich⁽¹⁾

Jerome L. Davis

Sara L. Hays

Lloyd E. Johnson

John T. Manning

Robert J. Marzec

Donald A. Nolan

Herbert K. Parker

Joseph F. Puishys

Richard V. Reynolds

Patricia K. Wagner

David E. Weiss⁽⁷⁾

Fiscal 2018 Meetings

Fiscal 2018 Executive Sessions

Mr. Aldrich serves as Non-Executive Chair of our Board.

Mr. Davis served as Chair since June 22, 2017.

Mr. Davis served as a member through June 21, 2017.

Member since June 22, 2017.

Audit committee financial expert under the rules of the SEC.

Member since April 27, 2018.

Mr. Weiss retired from our Board on June 22, 2017.

Mr. Weiss served as Chair through June 21, 2017.

Our Audit Committee has primary responsibility for risk management relating to the reliability of our financial reporting processes, system of internal controls and corporate compliance program. Our Audit Committee receives quarterly reports from management, our independent registered public accounting firm and internal audit partner regarding our financial reporting processes, internal controls and public filings. It also receives quarterly updates from management regarding Code of Conduct issues, litigation and legal claims, and other compliance matters.

Our Compensation Committee, with assistance from its independent compensation consultant, oversees risk management associated with our compensation programs, policies and practices with respect to both executive compensation and compensation in general.

Our Nominating and Corporate Governance Committee oversees risk management associated with succession planning, non-employee director compensation, overall Board of Directors and Board Committee performance, and corporate governance practices.

Compensation

Annual Cash Retainers:

Non-Executive Chair of the Board

Board Member

Audit Committee Chair

Audit Committee Member

Compensation Committee Chair

Compensation Committee Member

Nominating and Corporate Governance Committee Chair

Nominating and Corporate Governance Committee Member

Equity Grant

Charitable Matching Contributions Program

We pay an annual cash retainer to our Non-Executive Chair of the Board. We do not pay any other cash compensation to him or her for service on our Board of Directors. The Non-Executive Chair also receives an annual equity award, similar to the other non-employee directors. Effective as of July 1, 2017, we increased the annual retainer for our Non-Executive Chair from $125,000 to $135,000 to bring the retainer more in line with competitive market practices.

Effective as of July 1, 2017, we increased the annual cash retainer to our directors from $50,000 to $60,000 to bring the retainer more in line with competitive market practices.

On June 22, 2017, we granted a restricted stock award of 1,720 shares, having a value of $94,996 on the date of grant that vests over three years in equal annual installments on the anniversaries of the award to each of our non-employee directors whose term continued after our 2017 Annual Meeting of Shareholders.

Name

Bernard P. Aldrich

Jerome L. Davis

Sara L. Hays

Lloyd E. Johnson

John T. Manning

Robert J. Marzec

Donald A. Nolan

Herbert K. Parker⁽⁶⁾

Richard V. Reynolds

Patricia K. Wagner

David E. Weiss⁽⁷⁾

Includes cash retainers deferred by non-employee directors under our Director Deferred Compensation Plan, as further described under the heading “Director Deferred Compensation Plan” on page 21. During fiscal 2018, Messrs. Davis, Marzec and Nolan were our only non-employee directors to make deferrals of all or a portion of their annual cash retainers pursuant to our Director Deferred Compensation Plan.

The amounts in this column are calculated based on the fair market value of our common stock on the date the award was made in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). On June 22, 2017, each of our non-employee directors whose term continued after our 2017 Annual Meeting of Shareholders received a restricted stock award or, if a director elected to defer receipt of all or a portion of his or her restricted stock award, a restricted stock unit award of 1,720 shares. The closing price of our common stock on the NASDAQ Global Select Market on June 22, 2017, the date of grant, was $55.23. The table below sets forth certain information with respect to the aggregate number of shares of unvested restricted stock, restricted stock units, including shares from dividends credited to the account, and vested options to purchase shares of our common stock held by our non-employee directors as of March 3, 2018, the end of fiscal 2018. Our non-employee directors did not hold any unvested stock options as of March 3, 2018.

This column includes dividends and dividend equivalents paid on shares of restricted stock and restricted stock unit awards, respectively, issued pursuant to our Director Stock Plan, dividend equivalents paid on phantom stock units pursuant to our Director Deferred Compensation Plan and matching contributions pursuant to our Charitable Matching Contributions Program for Non-

Employee Directors. The table below sets forth the amounts contributed or paid by the Company for our non-employee directors pursuant to such plans with respect to fiscal 2018.

The annual cash retainer paid for service as our Non-Executive Chair was increased to $135,000 from $125,000 effective as of July 1, 2017, during the second quarter of fiscal 2018.

The annual cash retainer paid for Board service was increased to $60,000 from $50,000 effective as of July 1, 2017, during the second quarter of our fiscal 2018.

Mr. Parker was not elected to our Board until fiscal 2019.

Mr. Weiss retired from our Board on June 22, 2017.

Joseph F. Puishys, Chief Executive Officer and President

James S. Porter, Executive Vice President and Chief Financial Officer

Patricia A. Beithon, General Counsel and Corporate Secretary

John A. Klein, Senior Vice President, Operations and Supply Chain Management and President of EFCO Corporation⁽¹⁾

Gary R. Johnson, Vice President and Treasurer

Mr. Klein was promoted to President of EFCO Corporation, one of the business units in our Architectural Framing Systems segment, in February 2018 and discontinued his service as Senior Vice President, Operations and Supply Chain Management in February 2018.

Fiscal 2018 Highlights

●       We had record revenues growing revenues to $1.326 billion, or 19% over the prior year.

●       Adjusted earnings per diluted share increased 7% to $3.23 per share from $3.03 in the prior year; earnings per diluted share was $2.76, a decrease of 7% from $2.97 in the prior year. Adjusted earnings per diluted share excludes amortization of short-lived intangibles, acquisition-related costs and restructuring-related costs. See Exhibit A for a reconciliation of adjusted earnings per diluted share.

●       Adjusted operating margin was 10%, down slightly from 11% in the prior year; operating margin was 9%, down slightly from 11% in the prior year.

●       Adjusted operating income was $133 million, up 7% over adjusted operating income of $124 million in the prior year; operating income was $114 million, down 6% from $122 million in the prior year. Operating margin was negatively impacted by reduced leverage in our Architectural Glass and Architectural Services segments, inclusion of EFCO Corporation at lower margins, and costs for shutdown of an Architectural Glass segment facility in Utah. Adjusted operating income excludes amortization of short-lived intangibles, acquisition-related costs and restructuring-related costs. See Exhibit A for a reconciliation of adjusted operating margin and adjusted operating income.

●       Our productivity program, which includes our Lean initiative, contributed an estimated 40 to 50 basis points to operating margin from cost productivity savings through Lean/continuous improvement projects.

●       Cash flow generated from operations was $127.5 million, an increase of $3.5 million, or 3% over the prior year.

●       Free cash flow was $74.3 million, an increase of $18.3 million, or 32.8% over the prior year.

●       Continued effective management of our working capital requirements with days working capital of approximately 50 days as of the end of fiscal 2018.

●       We repurchased 702,299 shares of our common stock during our fiscal 2018 at a total cost of $33.7 million.

●       We paid dividends totaling $16.4 million during our fiscal 2018 and increased our quarterly cash dividend 12.5% to $0.1575 per share during the fourth quarter of fiscal 2018.

●       Although our annualized total shareholder return (“TSR”) was -23.6% over the past one-year period, we had annualized TSR of 12.2% over the past five-year period and 19.6% over the past seven-year period under our current Chief Executive Officer’s tenure.

         While our one-year annualized TSR is down over the prior year, we believe that the significant accomplishments achieved during fiscal 2018 position our Company for future growth and improved profitability.

Fiscal 2018 Operations Highlights

●       We expanded our North American geographic footprint in the second quarter of fiscal 2018 by acquiring the stock of EFCO Corporation, a U.S. manufacturer of architectural aluminum window, curtainwall, storefront and entrance systems for commercial construction projects located in Monett, Missouri, for a purchase price of $192 million. Our acquisition of EFCO expands our U.S. geographic penetration and product offerings.

●       Our Architectural Framing Systems and Architectural Services segments also further expanded their presence in the Northeast region of the U.S.

●       We further penetrated new framing and display markets in Europe and certain other international geographies.

●       Our Architectural Glass, Architectural Framing Systems and Large-Scale Optical segments introduced new products during fiscal 2018, including new architectural glass coatings, and thermal, hurricane and blast products.

●       We have new product introduction plans in place for each of our business units and continue to evaluate other acquisition opportunities.

●       We continued to make investments to increase product capabilities and manufacturing productivity.

●       We increased resources for our commercial building retrofit initiative, winning retrofit orders of $40 million during fiscal 2018 and significantly growing the pipeline for retrofit opportunities for future years.

●       We continued our company-wide continuous improvement and productivity program, which includes our Lean initiative and improvements in our supply chain management. Our continuous improvement efforts included automation, labor productivity and yield improvements, manufacturing shift configurations, and numerous other continuous improvement efforts.

●       We continued our senior and middle management leadership development programs to develop our future leaders.

●       We continued our long-standing focus on workplace and job site safety.

Our Executive

Compensation Practices:

(What We Do)

See

 Page 

Executive Compensation Practices

We Have Not Implemented

or Have Discontinued:

(What We Don’t Do)

See

 Page 

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

31-32

We do not have employment contracts for our Named Executive Officers.

58

We review “tally sheets” and realizable pay and performance for our Named Executive Officers and use that information as a factor in making compensation decisions.

34

We do not pay annual incentive compensation if our Company is not profitable for the year.

39-40

We mitigate undue compensation risk by utilizing caps on potential payments, multiple financial performance metrics, and different metrics for our annual cash incentives and long-term performance awards, as well as having robust Board and Board Committee processes to identify and manage risk.

Our equity award agreements for grants made pursuant to our Stock Incentive Plan have “double trigger” change-in-control provisions for all employees.

59

We do not provide tax reimbursement or tax “gross-ups” on any perquisites.

We do not provide automobile allowances or pay for club memberships for our Named Executive Officers.

We evaluate share utilization by annually reviewing overhang and burn rates.

The Committee’s compensation consulting firm does not provide any other services to our Company other than those requested by our Compensation Committee for executive compensation.

We have a formal hedging policy that prohibits all employees and directors from engaging in hedging transactions in our Company’s securities.

47

Short-term compensation

Base salary

Annual performance-based cash incentives

Long-term compensation

Restricted stock award

Two-year performance-based awards on end-to-end cycles that are only earned upon achievement of certain two-year financial performance measures with any amounts earned paid over two-years.

Our Chief Executive Officer also participates in a performance-based evaluation incentive program that encourages him to remain with our Company until retirement and to drive continued growth, operational improvement and successful implementation of our strategic plan. Amounts earned by our Chief Executive Officer pursuant to this program are mandatorily deferred pursuant to our Deferred Compensation Plan.

Our two-year performance-based awards have end-to-end performance cycles, are granted every other year and are cash-settled. During fiscal 2017, we granted the opportunity to earn the fiscal 2017 – 2018 performance-based awards to all our Named Executive Officers. We will not make any two-year performance-based awards to our Named Executive Officers until fiscal 2019, after the completion of the current fiscal 2017 – 2018 award cycle. We have included the annualized (50%) value of such awards at target in the charts above. These awards are a component of long-term compensation for both years in the performance cycle.

During fiscal 2018, we granted the fiscal 2018 CEO evaluation incentive, which has a one-year performance period. All of the fiscal 2018 CEO evaluation incentive is included at target in the chart above.

Base Salaries.    For fiscal 2018, the Committee awarded a base salary increase of 5.1% to our Chief Executive Officer and base salary increases ranging from 3.0% to 4.4% to our Other Named Executive Officers.

Annual Cash Incentive Payouts.    Our fiscal 2018 annual cash incentives did not payout for any of our Named Executive Officers because the Company’s fiscal 2018 performance was below the threshold performance level for all three financial performance metrics. The financial performance metrics for these awards were net sales, EBT and DWC.

Restricted Stock Awards.    On April 27, 2017, the Committee awarded restricted stock awards to our Named Executive Officers that vest over three-years. Our Chief Executive Officer received an award valued at $935,002 and our Other Named Executive Officers received awards with values ranging from $77,935 to $250,700.

Fiscal 2017 – 2018 Performance-Based Awards.    Our fiscal 2017 – 2018 performance-based awards paid out at 69.19% of target. Our Chief Executive Officer earned an incentive of $1,785,794 and our other Named Executive Officers earned incentives ranging from $148,952 to $522,093. These awards are end-to-end awards and will only be granted every other year. Half of these earned awards (50%) will be paid out at the end of the two-year performance period, while the remaining half (50%) of the earned award being paid out one-year later. The financial performance metrics for these awards were cumulative net sales, cumulative EPS and average ROIC. Our Company did not grant two-year performance awards during fiscal 2018.

Chief Executive Officer Evaluation Incentive.    Our Chief Executive Officer earned $227,322 under the fiscal 2018 CEO evaluation incentive awards, all of which was mandatorily deferred pursuant to our Deferred Compensation Plan and will be forfeited unless our Chief Executive Officer remains employed by our Company until April 28, 2019, our Company’s fiscal 2020.

Compensation

Element

Objective

How Determined

Market Positioning⁽¹⁾

How Impacted by
Performance

Annual subjective assessment of executive leadership and individual performance, experience, tenure, competitive market data, internal equity among positions with similar responsibilities and executive potential.

Annual Cash

Incentive Compensation

For target bonus award opportunity percentages – competitive market data and trends, and internal equity among positions with similar responsibilities.

For actual bonus payouts – performance against pre-established criteria in our annual cash incentive plan.

Our overall performance results will yield total cash compensation levels as follows:

●   Below target performance: total cash at or below the 25th percentile.

●   Target performance: total cash slightly below the 50th percentile.

●   Above target performance: total cash above the 50th percentile.

Long-Term Incentive Compensation:

 ●  Restricted Stock and

 ●  Two-Year Performance-Based Awards

Align the interests of executives with shareholders and provide focus on long-term sustained performance.

Create appropriate retention incentives.

Performance that increases our stock price increases the value of the restricted stock awards.

Cash payout of the two-year performance-based awards is dependent on achievement of two-year Company financial performance goals.

Actual pay levels may be above or below the targeted level depending on all of the factors outlined in the “How Determined” column of the table.

Companies with revenue within a similar range (0.33 to 3.0 multiple).

Companies with market capitalization within a similar range (0.33 to 3.0 multiple).

Companies with market capitalization to revenue ratio of 0.5 or greater.

Companies in the same or similar industries.

Companies with business model similarity, which may include the following:

Coatings for special purposes (e.g., protective, UV, etc.);

Construction materials, primarily for commercial or industrial applications;

Specialized/customized product lines;

Heavy-duty manufacturing operations and project-directed manufacturing;

Project-based businesses;

Green product or service initiatives; and

Revenues generated primarily in the United States (greater than 60%).

Companies in the same geographic location (to a lesser degree).

Companies included in the prior-year peer group, to help ensure year-over-year consistency (where appropriate).

●   Aegion Corporation

●   H.B. Fuller Company

●   AZZ Inc.

●   Headwaters Incorporated

●   CLARCOR Inc.

●   LCI Industries

●   Eagle Materials Inc.

●   NCI Building Systems, Inc.

●   EnPro Industries, Inc.

●   Quaker Chemical Corporation

●   Graco Inc.

●   Quanex Building Products Corporation

●   Griffin Corporation

●   Tennant Company

●   Aegion Corporation

●   H.B. Fuller Company

●   AZZ Inc.

●   LCI Industries

●   BMC Stock Holdings, Inc.

●   Masonite International Corporation

●   Eagle Materials Inc.

●   NCI Building Systems, Inc.

●   EnPro Industries, Inc.

●   Quaker Chemical Corporation

●   Gibralter Industries, Inc.

●   Quanex Building Products Corporation

●   Graco Inc.

●   Tennant Company

●   Griffin Corporation

As an input in designing our compensation plans and philosophy;

As an input in developing base salary adjustments, annual cash incentive targets and long-term incentive ranges;

To benchmark the form and mix of long-term awards;

To assess the competitiveness of total direct compensation awarded to our Named Executive Officers and certain of our other executives; and

To benchmark overhang levels (dilutive impact on our shareholders of equity compensation) and annual burn rate (the aggregate shares awarded as a percentage of total outstanding shares).

Mr. Puishys. Mr. Puishys had the following individual business objectives for fiscal 2018:

EFCO Corporation Integration:

Fiscal 2018 sales and operation income of $203.7 million and $0.8 million, respectively, from EFCO Corporation.

Successful integration of financial reporting and forecasting functions.

Significant progress on acquisition synergies.

Completed management resource review of the management team at EFCO Corporation.

Placed an Apogee leader as President of EFCO Corporation during the fourth quarter of fiscal 2018.

Framing Systems Segment Organization:

Completed preliminary consideration of alternate organizational structure for the segment.

Completed an assessment of existing talent and talent-retention planning.

Continued on-going succession planning efforts.

Capacity Planning – Extrusion and Finishing:

Completed an assessment of future extrusion and finishing capacity requirements.

Developed capacity expansion plans to expand geographic reach.

Business Unit Strategic Goals:

Met Architectural Framing Systems segment revenue goals for the four legacy business units; however, Sotawall did not meet its fiscal 2018 revenue goal.

Met Architectural Glass segment sales growth goals for oversized glass and export sales out of Brazil and nearly met sales growth goals for revenues from mid-size glass projects; however, the segment did not achieve its aggressive fiscal 2018 revenue plan.

Met Architectural Services segment geographic expansion goals for fiscal 2018 and significantly increased backlog for fiscal 2019 and future years.

Met Large Sale Optical segment engineered optics revenue and new customer goals.

Mr. Porter. Mr. Porter had the following individual business objectives for fiscal 2018:

Financial and Operational Performance:

Grew fiscal 2018 revenues by 19%, 4% excluding the impact of the EFCO Corporation and Sotawall acquisitions with expected decline in Architectural Services segment due to timing.

Achieved adjusted operating margin of 10%.

Operating income was $114 million; adjusted operating income increased 7% to $133 million.

Earnings per diluted shares was $2.76; adjusted earnings per diluted shares increased 7% to $3.23.

Expanded the Company’s debt facility to support acquisition and strategic investment spending.

Strategy and Business Development Initiatives:

Expanded the Architectural Framing Systems segment with the integration of Sotawall acquired late in the fourth quarter of fiscal 2017 and with the acquisition of EFCO Corporation during the second quarter of fiscal 2018. These two acquisitions added approximately $300 million in annual revenue in the Architectural Framing Systems segment. These acquisitions provide expanded geographic presence, new products and increased presence in diverse construction end-markets. In addition, the legacy businesses in the Architectural Framing Systems segment grew revenues 9%.

Continued to grow Architectural Glass segment sales of architectural glass for more stable U.S. mid-size projects and achieved sales and orders goals related to new oversize architectural glass capabilities.

Increased capability for our Large-Scale Optical segment for sales to new markets and grew sales to new markets.

Commercial Building Retrofit Program:

Expanded our commercial building retrofit program with additional staffing to facilitate growth in orders in fiscal 2018 and future years.

$40 million of new orders in fiscal 2018 from our retrofit program.

Increased the pipeline for commercial building retrofit projects.

Ms. Beithon. Ms. Beithon had the following individual business objectives for fiscal 2018:

Support for Business Development Initiatives:

Provided legal, due diligence, negotiation, regulatory approval and integration support for the acquisition of EFCO Corporation.

Provided legal support for the integration of Sotawall.

Provided legal and due diligence support for other business development investments and growth initiatives.

Managed patent and trademark prosecution and renewals.

Litigation and Claim Management:

Managed and successfully resolved various claims and litigation matters.

Obtained insurance coverage for various claims and litigation matters.

Compliance and Corporate Governance:

Led environmental compliance audit efforts at various facilities and improvements to environmental processes and procedures.

Led Section 16 officer and director reporting compliance efforts, resulting in no late filings during fiscal 2018.

Led various corporate governance initiatives.

Mr. Klein. Mr. Klein had the following individual business objectives for fiscal 2018:

Cost Productivity Savings

Contributed an estimated 40 to 50 basis points to operating margin from cost productivity savings through Lean/continuous improvement projects.

Conducted cost productivity reconciliation and audits at all business units.

Continuous Improvement and Lean Initiatives

Began implementing Lean best practices for office functions such as Sales, Marketing Engineering, Finance, Human Resources as part of 26 new Lean dimensions to be achieved over a 10-year period.

Conducted Lean/continuous improvement audits for all business units and factory location three-times per year.

Supply Chain and Procurement Initiatives

Implemented supplier risk profiles for all major suppliers and supply chain commodities and related periodic monitoring programs.

Developed alternate sourcing action plans for all high risk suppliers/commodities.

Safety

Achieved industry leading safety performance with a company-wide OSHA total recordable incident rate of 2.71 for calendar year 2017.

Mr. G. Johnson. Mr. G. Johnson had the following individual business objectives for fiscal 2018:

Treasury Management:

Negotiated a $160 million increase in the Company’s revolving credit facility to finance acquisition of EFCO Corporation.

Executed the repurchase of 702,299 shares of our common stock for approximately $33.7 million.

Enterprise Risk Management:

Evaluated our insurance coverage program and negotiated appropriate levels of coverage at competitive rates and improved terms with quality carriers.

Implemented new safety initiatives to drive improvements in the Company’s safety program.

Tax Planning:

Structured the acquisition of EFCO Corporation in a tax efficient manner.

Executed a tax efficient distribution of cash from our Canadian subsidiaries to Apogee.

Evaluated the impact of the Tax Cuts and Jobs Act on our Company to maximize tax benefits.

Real Estate and Geographic Expansions:

Managed the Company’s real estate holdings and leases, including the sale of excess real estate.

Provided support for the Company’s geographic expansion initiatives, including location analysis and state and local government incentive negotiations.

Name

Joseph F. Puishys