Apogee Enterprises, Inc.
4400 West 78th Street, Suite 520
Minneapolis, MN 55435
October 31, 2019
Engaged Capital, LLC
610 Newport Center Drive, Suite 250
Newport Beach, CA 92660
Attention: Glenn W. Welling
|Notice Deadline for Nomination of Engaged Capital Director Candidates
Dear Mr. Welling:
On behalf of Apogee Enterprises, Inc. (the Company), I am writing with respect to the notice deadline for the nomination of director candidates for election to the Companys Board of Directors (the Board) at the Companys 2019 annual meeting of shareholders (the 2019 Annual Meeting).
Pursuant to the letter agreement between the Company and Engaged Capital, LLC and certain of its undersigned affiliates (collectively, Engaged Capital), dated as of October 10, 2019, the Company considers any notice from Engaged Capital pursuant to Section 1.09 of the Companys Amended and Restated By-laws (the By-laws) with respect to the 2019 Annual Meeting timely if such notice is received by the Company by 11:59 pm New York City time on November 3, 2019 (the Notice Deadline).
The Board has granted a limited waiver of the Notice Deadline as it applies specifically and only to Engaged Capital (the Waiver). Pursuant to the Waiver, to be timely, any notice of director nominations by Engaged Capital for the 2019 Annual Meeting must be received via e-mail by the Company or its outside legal counsel no later than 11:59 pm New York City time on November 10, 2019 (the Extended Notice Deadline). The Waiver does not apply to proposals for any other business that Engaged Capital may wish to propose for consideration at the 2019 Annual Meeting.
The Waiver is conditioned on Engaged Capital (and its affiliates and associates) not, without the Companys prior written consent, (i) submitting any notice of director nominations or other proposals, (ii) making any filings with the SEC other than a Schedule 13D amendment disclosing the fact that the Waiver has been granted and attaching a copy of this letter agreement as an exhibit thereto, (iii) issuing any press release or making any other public statement or (iv) directing others to take any of the actions listed in the foregoing clauses (i) through (iii), in each case with respect to the Company and prior to the final day of the Extended Notice Deadline. For the avoidance of doubt, any notice of director nominations from Engaged Capital must otherwise conform to the requirements set forth in the By-laws and comply with applicable law.
The Company further agrees not to file any proxy materials in connection with the 2019 Annual Meeting prior to the Extended Notice Deadline without Engaged Capitals prior written consent, provided that Engaged Capital has not taken any of the actions described in clauses (i) through (iv) of the preceding paragraph.