Material Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K   CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2019   APOGEE ENTERPRISES, INC. (Exact name of registrant as specified in its charter)   Minnesota (State or other jurisdiction of incorporation) 0-6365   41-0919654 (Commission File Number)   (I.R.S. Employer Identification No.)       4400 West 78th Street - Suite 520 , Minneapolis , Minnesota   55435 (Address of principal executive offices)   (Zip Code) Registrant’s telephone number, including area code: (952) 835-1874   Check the appropriate box below if the Form  8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule  14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule  14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule  13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, $0.33 1/3 Par Value   APOG   The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐     Item 1.01. Entry into a Material Definitive Agreement. On October 10, 2019, Apogee Enterprises, Inc., a Minnesota corporation (the “Company”), and Engaged Capital, LLC and certain of its affiliates (collectively, “Engaged”) agreed to a limited waiver (the “Waiver”) of the notice deadline for director nominations by Engaged Capital with respect to the Company’s 2019 annual meeting of shareholders (the “2019 Annual Meeting”) under the confidentiality agreement, dated February 8, 2019, by and among the Company and Engaged, as amended on August 5, 2019 and September 12, 2019. Pursuant to the Waiver, to be timely, any notice of director nominations by Engaged for the 2019 Annual Meeting must be received by the Company no later than 11:59 pm New York City time on November 3, 2019. The foregoing description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the Waiver, which is filed herewith as Exhibit 10.1 and is incorporated by reference herein. Item 9.01. Financial Statements and Exhibits. (d) Exhibit. The following exhibit is filed herewith: Exhibit Number     Description             10.1     Waiver, effective as of October 10, 2019, to the Confidentiality Agreement, dated February 8, 2019, by and among Apogee Enterprises, Inc., and Engaged Capital LLC, Engaged Capital Flagship Master Fund, LP, Engaged Capital Co-Invest VIII, LP, Engaged Capital Flagship Fund, LP, Engaged Capital Flagship Fund, Ltd., Engaged Capital Holdings, LLC and Glenn W. Welling, as previously amended on August 5, 2019 and September 12, 2019. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 11, 2019       APOGEE ENTERPRISES, INC.                   By:   /s/ Patricia A. Beithon       Patricia A. Beithon       General Counsel and Secretary