Apogee Enterprises (APOG) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 24, 2026, with shareholders voting on director elections, executive compensation, an amended stock incentive plan, and auditor ratification.

• Fiscal 2026 saw net sales of $1.40 billion, with operating income and adjusted EBITDA declining compared to the prior year, and a focus on cost management and operational improvements.

• The company continued its strategic transformation, emphasizing customer focus, portfolio growth, and operational excellence.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class I directors, an advisory say-on-pay vote, approval of an amended stock incentive plan increasing authorized shares, and ratification of Deloitte & Touche LLP as auditor.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board consists of a majority of independent directors, with diverse backgrounds and skills.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent and oversee key governance areas.

• Board refreshment policies encourage diversity and limit director tenure; all non-employee directors meet stock ownership guidelines.

• Active shareholder engagement is ongoing, with feedback regularly shared with the Board.