Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
The form of Restricted Stock Agreement used in connection with
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
One of the amendments to the Articles establishes a majority vote standard for the election of directors, further strengthening the right of a majority of shareholders to elect the directors. Prior to this amendment, the voting standard applicable to the Company under the Minnesota Business Corporation Act was a plurality, which means that the nominees who had received the highest number of votes for election, up to the number of director positions subject to election, would have been elected to the Board.
Two additional amendments establish a majority vote standard for the removal of directors for cause and for the amendment of the director removal provision in the Articles. Prior to these amendments, the voting requirement to remove a director for cause or to amend the director removal provision was 80% of the outstanding shares.
The fourth amendment eliminated the "anti-greenmail provision" formerly contained in the Articles.
The foregoing description of the amendments to the Articles does not purport to be complete and is qualified in its entirety by reference to the Articles of Amendment attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 8.01. Other Events.
Effective
At the Annual Meeting, the Company's shareholders approved the Company's 2019
Non-Employee Director Stock Plan (the "2019 Director Stock Plan"). A copy of the
2019 Director Stock Plan is on file with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit Number Description 3.1 Articles of Amendment to the Restated Articles of Incorporation ofApogee Enterprises, Inc. , as filed with theMinnesota Secretary of State onJanuary 15, 2020 . 10.1 Form of Restricted Stock Agreement under theApogee Enterprises, Inc. 2019 Stock Incentive Plan. 10.2 Form of Restricted Stock Agreement under theApogee Enterprises, Inc. 2019 Non-Employee Director Stock Incentive Plan. 10.3 Form of Deferred Restricted Stock Unit Agreement under theApogee Enterprises, Inc. 2019 Non-Employee Director Stock Incentive Plan. 104 Cover Page interactive Data File (embedded within the Inline XBRL document).
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