SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant    x

Filed by a Party other than the Registrant    ¨

Check the appropriate box:

Apogee Enterprises, Inc.

APOGEE ENTERPRISES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x    No fee required.

¨    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

¨    Fee paid previously with preliminary materials:

May 11, 20099, 2011

Dear Shareholder:

You are cordially invited to attend the 20092011 Annual Meeting of Shareholders of Apogee Enterprises, Inc. to be held at Apogee’s headquarters, 7900 Xerxes Avenue South, 194400 West 78^th Floor,Street, Suite 520, Minneapolis, Minnesota, commencing at 9:00 a.m. Central Daylight Time on Wednesday, June 24, 2009.22, 2011.

The Corporate Secretary’s formal notice of the meeting and the proxy statement appear on the following pages and describe the matters to come before the meeting. During the meeting, time will be provided for a review of the activities of the past year and items of general interest about Apogee.

As a convenience to shareholders unable to attend the annual meeting in person, we will webcast the meeting. To view the meeting via webcast, access our web site at www.apog.com and click on Investors, followed by the webcast link at the top of that page. Please log onto our web site at least 15 minutes prior to the meeting so that you have sufficient time to register and to download and install any necessary software.

We hope that you will be able to attend the meeting, in person, and we look forward to seeing you. Even if you plan to attend the meeting, in person, we urge you to vote your shares either by Internet or mail as promptly as possible so your shares will be represented at the annual meeting. Instructions on voting your shares are on the Notice of Internet Availability of Proxy Materials you received for the Annual Meeting.annual meeting. If you received paper copies of our proxy materials, instructions on the two ways to vote your shares arecan be found on the enclosed proxy form. Internet voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Daylight Time (10:59 p.m. Central Daylight Time) on June 23, 2009.21, 2011. If you do attend the meeting in person, you may at that time revoke any proxy previously given and vote in person, if desired.

Sincerely,

Sincerely,
Russell Huffer		Bernard P. Aldrich
Chairman and Chief Executive Officer		Chairman of the Board

APOGEE ENTERPRISES, INC.

7900 Xerxes Avenue South4400 West 78^th Street

Suite 1800520

Minneapolis, MN 55431-115955435

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

to be held on June 24, 200922, 2011

NOTICE IS HEREBY GIVEN that the 20092011 Annual Meeting of Shareholders of Apogee Enterprises, Inc. will be held at Apogee’s headquarters, 7900 Xerxes Avenue South, 194400 West 78^th Floor,Street, Suite 520, Minneapolis, Minnesota, commencing at 9:00 a.m. Central Daylight Time on Wednesday, June 24, 200922, 2011 for the following purposes:

The Board of Directors has fixed May 4, 2009,3, 2011 as the record date for the meeting. Only shareholders of record at the close of business on that date are entitled to receive notice of and to vote at the meeting.

As a convenience to shareholders unable to attend the annual meeting in person, we will webcast the meeting. To view the meeting via webcast, access our web site at www.apog.com and click on Investors, followed by the webcast link at the top of that page. Please log onto our web site at least 15 minutes prior to the meeting so that you have sufficient time to register and to download and install any necessary software.

Pursuant to rules adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy materials over the Internet. Accordingly, we have sent our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our 20092011 proxy statement and our fiscal 20092011 Annual Report to Shareholders online. Shareholders who have received the Notice will not be sent a printed copy of our proxy materials in the mail unless they request to receive a printed copy.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on June 24, 2009:22, 2011: Our 20092011 Proxy Statement and our Fiscal 20092011 Annual Report to Shareholders are available atwww.proxyvote.com.

By Order of the Board of Directors,

Patricia A. Beithon

General Counsel and Corporate Secretary

Minneapolis, Minnesota

May 11, 20099, 2011

PROXY STATEMENT

TABLE OF CONTENTS

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PROXY STATEMENT

20092011 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 24, 200922, 2011

The Board of Directors of Apogee Enterprises, Inc. (“Apogee” or the “Company”) is soliciting proxies for use at our annual meeting of shareholders to be held on Wednesday, June 24, 2009,22, 2011, and at any adjournment of the meeting. We are first making the proxy statement and form proxy card and voting instructions available to our shareholders on or about May 12, 2009.10, 2011.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

What is the purpose of the meeting?

At our annual meeting, shareholders will act upon the matters outlined in the Notice of Annual Meeting of Shareholders. These include electing directors; conducting a non-binding advisory vote on Apogee’s executive compensation program (the “Say on Pay Proposal”); conducting a non-binding advisory vote on the election of directors, approvalfrequency of a new stock incentive plan, approvalnon-binding advisory vote on Apogee’s executive compensation program (the “Frequency of a new non-employee director stock incentive plan,Say on Pay Proposal”); approving amendments to the Apogee Enterprises, Inc. 2009 Stock Incentive Plan (the “2009 Stock Incentive Plan Proposal”); approving amendments to the Apogee Enterprises, Inc. 2009 Non-Employee Director Stock Incentive Plan (the “2009 Non-Employee Director Stock Incentive Plan Proposal”); and ratification ofratifying the appointment of our independent registered public accounting firm. Also, management will report on our performance during fiscal 20092011 and the first quarter of fiscal 20102012 and respond to questions from shareholders.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

In accordance with rules adopted by the Securities and Exchange Commission (the “SEC”), we may now furnish proxy materials, including this proxy statement and our fiscal 20092011 Annual Report to Shareholders, to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. Most shareholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (the “Notice”), which was mailed to most of our shareholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. By accessing and reviewing the proxy materials on the Internet, you will save us the cost of printing and mailing these materials to you and reduce the impact of such printing and mailing on the environment. If you would like to receive a paper copy of our proxy materials, you should follow the instructions for requesting such materials provided in the Notice.

How do I get electronic access to the proxy materials?

The Notice will provide you with instructions regarding how to view our proxy materials for the Annual Meetingannual meeting on the Internet.

Who is entitled to vote at the meeting?

The Board of Directors has set May 4, 2009,3, 2011 as the record date for the annual meeting. If you were a shareholder of record at the close of business on May 4, 2009,3, 2011, you are entitled to notice of and to vote at the annual meeting.

As of the record date, 27,909,63828,079,636 shares of common stock, par value $0.33-1/3, were issued and outstanding and, therefore, eligible to vote at the annual meeting.

What are my voting rights?

Holders of our common stock are entitled to one vote per share. Therefore, 27,909,63828,079,636 votes are entitled to be cast at the meeting. There is no cumulative voting.

How many shares must be present to hold the meeting?

In accordance with our Amended and Restated Bylaws, shares equal to at least a majority of the voting power of the outstanding shares of our common stock as of the record date must be present at the meeting in order to hold the meeting and conduct business. This is called a quorum. Your shares are counted as present at the meeting if:

How do I vote my shares?

Your vote is important. Because many shareholders cannotdo not attend the meeting in person, it is necessary that a large number be represented by proxy. If you are a shareholder of record, you can give a proxy to be voted at the meeting in anyeither of the following ways:

The Internet voting procedure has been set up for your convenience. The procedure has been designed to authenticate your identity, to allow you to give voting instructions, and to confirm that those instructions have been recorded properly. If you are a shareholder of record and you would like to submit your proxy via the Internet, please refer to the specific instructions provided on the Notice or, if you received paper copies of our proxy materials, the enclosed proxy card. If you received paper copies of our proxy materials and wish to submit your proxy by mail, please return your signed proxy card in the enclosed postage-paid envelope to us before the annual meeting. If you are an employee and received our proxy statement and annual report2011 Annual Report to shareholdersShareholders electronically via the Internet at your company email address, you will only be able to give a proxy to be voted at the meeting electronically via the Internet as described below under “How do I vote if my shares are held in the 401(k) retirement plan, employee stock purchase plan or other plans of Apogee?”. on page 3.

If 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.

If you properly submit your proxy via the Internet or return your executed proxy by mail and do not revoke your proxy, it will be voted in the manner you specify.

What is a proxy?

A proxy is your designation of another person to vote stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. When you designate someone a proxy, you may also direct the proxy how to vote your shares. We refer to this as your “proxy vote.” Three of our executive officers, Russell Huffer, James S. Porter and Patricia A. Beithon, have been designated as the proxies to cast the votes of our shareholders at our 2011 annual meeting.

What is a proxy statement?

A proxy statement is a document we are required to give you, or provide you access to, in accordance with the regulations of the SEC, when we ask you to designate proxies to vote your shares of our common stock at a meeting of our shareholders. The proxy statement includes information regarding the matters to be acted upon at the meeting and certain other information required by regulations of the SEC and rules of the NASDAQ Stock Market LLC (“NASDAQ”).

What is the difference between a shareholder of record and a “street name” holder?

If your shares are registered directly in your name, you are considered the shareholder of record with respect to those shares.

If your shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the shareholder of record with respect to those shares. However, you still are considered the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their shares using the method described above undervoting instruction form provided by the broker, bank, trust or other nominee. Please refer to “How do I vote my shares?”. on page  2.

How do I vote if my shares are held in the 401(k) retirement plan, employee stock purchase plan or other plans of Apogee?

If you hold any shares in our 401(k) retirement plan, employee stock purchase plan or other plans of Apogee, your Internet proxy vote or completed proxy card will serve as voting instructions to the plan trustee. However, your voting instructions must be received at least one day prior to the annual meeting in order to count. In accordance with the terms of our 401(k) retirement plan, the trustee will vote all of the shares held in the plan in the same proportion as the actual proxy votes submitted by plan participants at least one day prior to the annual meeting. If you are a participant in our employee stock purchase plan, the plan custodiancannot vote your shares unless it receives timely instructions from you.

If you hold shares in our 401(k) retirement plan, employee stock purchase plan or other plans of Apogee and have a company email address, you will receive our proxy statement and annual report to shareholders electronically at your company email address instead of receiving paper copies of these documents or the Notice in the mail. The email will provide instructions and a control number to use to provide voting instructions to the plan trustee via the Internet. If you receive our proxy statement and annual report electronically, you may only provide voting instructions to the plan trustee via the Internet and you will not receive a proxy card that can be returned by mail. If you are an employee who received our proxy statement and annual report2011 Annual Report to Shareholders electronically and you wish to receive a paper copy of these materials, you should contact:

What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials or proxy card?

If you receive more than one Notice or proxy card, it means that you hold shares registered in more than one account in different names or variations of your name. To ensure that all of your shares are voted, if you submit your proxy vote via the Internet, vote once for each Notice or proxy card you receive, or sign and return each proxy card.

You may prefer to hold your shares in more than one account, and you are welcome to do so. However, some multiple accounts are unintentional and will occur if one stock purchase is made with a middle initial and a subsequent purchase is made without a middle initial. Please contact our Investor Relations Department at IR@apog.com, (877) 752-3432 (telephone) or (952) 487-7565 (facsimile) for information on how to merge your accounts.

Can I vote my shares in person at the meeting?

If you are a shareholder of record, you may vote your shares in person at the meeting by completing a ballot at the meeting. Even if you currently plan to attend the meeting, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the meeting.

If you hold your shares in street name, you may vote your shares in person at the meeting only if you obtain a signed letter or other proxy from your broker, bank, trust or other nominee giving you the right to vote the shares at the meeting.

If you are a participant in our 401(k) retirement plan, employee stock purchase plan or other plans of Apogee, you may submit a proxy vote as described above, but you may not vote your plan shares in person at the meeting.

What vote is required for the election of directors or for a proposal to be approved?

InWith respect to the election of directors, in accordance with Minnesota law, the nominees for election as Class III directors will be elected by a plurality of the votes cast at the annual meeting. This means that since shareholders will be electing fourthree Class III directors, the fourthree nominees for Class III director receiving the highest number of votes will be elected. As provided in our Corporate Governance Guidelines, if a majority of our shares that are voted at the meeting are designated to be “withheld” from a director nominee’s election, then such nominee shall offer his or her resignation to our Nominating and Corporate Governance Committee for consideration. Our Nominating and Corporate Governance Committee will evaluate the best interests of Apogee and itsour shareholders and recommend to our Board of Directors the action to be taken with respect to that director’s offered resignation.

TheWith respect to the Say on Pay Proposal, the 2009 Stock Incentive Plan Proposal, the 2009 Non-Employee Director Stock Incentive Plan Proposal and the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, the affirmative vote of a majority of the shares of our common stock present in person or by proxy and entitled to vote at the annual meeting is required for the approval of the otherthose proposals (provided that the total number of shares voted in favor of the proposal constitutes more than 25% of our outstanding shares).

With respect to the Frequency of Say on Pay Proposal, the frequency selected by shareholders will be determined based on a plurality of votes cast. This means that the option of one year, two years, or three years that receives the highest number of votes cast by shareholders will be the frequency that has been selected by shareholders.

How are votes counted?

You may either vote “FOR” or “WITHHOLD” authority to vote for each nominee for our Board of Directors. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the other proposals.Say on Pay Proposal, the 2009 Stock Incentive Plan Proposal, the 2009 Non-Employee Director Stock Incentive Plan Proposal and the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. Shareholders may vote “ONE YEAR,” “TWO YEARS,” “THREE YEARS,” or “ABSTAIN” on the Frequency of Say on Pay Proposal.

If you submit your proxy but abstainABSTAIN from voting or withholdWITHHOLD authority to vote on one or more matters, your shares will be counted as present at the meeting for the purpose of determining a quorum. Your shares also will be counted as present at the meeting for the purpose of calculating the vote on the particular matter from which you abstained from voting or withheld authority to vote.

If you abstainABSTAIN from voting on athe Frequency of Say on Pay Proposal, this will have no effect on the frequency that is selected by shareholders. If you ABSTAIN from voting on any other proposal, your abstention has the same effect as a vote against that proposal. We will not count abstentionsWITHHOLD authority as either for or against a director nominee, so abstentions haveWITHHOLD authority has no effect on the election of a director; however, if a majority of our shares that are voted at the meeting are designated to be “withheld”WITHHOLD authority from a director nominee’s election, then such director nominee shall offer his or her resignation to our Nominating and Corporate Governance Committee for consideration, as described on page 4 under “What vote is required for the election of directors or for a proposal to be approved?”. on page 4.

If you hold your shares in street name and do not provide voting instructions to your broker, your shares will be considered “broker non-votes” and will not be voted on any proposal on which your broker does not have discretionary authority to vote.vote under the rules of the New York Stock Exchange. Shares that constitute broker non-votes will be counted as present at the meeting for the purpose of determining a quorum but will not be represented at the meeting for purposes of calculating the vote with respect to such matter or matters. This effectively reduces the number of shares needed to approve such matter or matters. Brokers haveYour broker or other nominee has discretionary authority to vote for directors in an uncontested election and to ratifyyour shares on the appointmentratification of a company’sDeloitte & Touche LLP as our independent registered public accounting firm; however, brokers generally dofirm, even if your broker or other nominee does not receive voting instructions from you. Your broker or other nominee does not have discretionary authority to vote for approvalyour shares on the election of directors, Say on Pay Proposal, Frequency of Say on Pay Proposal, 2009 Stock Incentive Plan Proposal or 2009 Non-Employee Director Stock Incentive Plan Proposal if your broker or other nominee does not receive voting instructions from you.

Who will count the new stock incentive plan orvote?

Representatives of Broadridge Financial Solutions, Inc., our tabulating agent, will tabulate the new non-employee director stock incentive plan.votes and act as independent inspector of election.

How does the Board of Directors recommend that I vote?

The Board of Directors recommends a vote:

What if I do not specify how I want my shares voted?

If you submit your proxy via the Internet or a signed proxy card and do not specify how you want to vote your shares, we will vote your shares:

Can I change my vote after submitting my proxy or voting instructions?

Yes. If you are a shareholder of record, you may revoke your proxy and change your vote at any time before your proxy is voted at the annual meeting, in any of the following ways:

If you hold your shares in street name, you should contact your broker, bank, trust or other nominee for information on how to revoke your voting instructions and provide new voting instructions.

If you hold shares in our 401(k) retirement plan, employee stock purchase plan or other plans of Apogee, you may revoke your proxy and change your voting instructions at any time, but not less than one day before the annual meeting, in any of the following ways:

Will my vote be kept confidential?

Yes. We have procedures to ensure that, regardless of whether shareholders vote via the Internet, by Internet, mail or in person, (1) all proxies, ballots and voting tabulations that identify shareholders are kept permanently confidential, except as disclosure may be required by federal or state law or expressly permitted by a shareholder; and (2) voting tabulations are performed by an independent third party.

How can I attend the meeting?

You may be asked to present valid picture identification, such as a driver’s license or passport, before being admitted to the meeting. If you hold your shares in street name, you may also be asked to present proof of ownership to be admitted to the meeting. A recent brokerage statement from your broker, or letter from your brokerbank, trust or other nominee are examples of proof of ownership.

Who pays for the cost of proxy preparation and solicitation?

We pay for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokers and other nominees for forwarding proxy materials to the beneficial owners of our shares.

We are soliciting proxies primarily by mail and email. In addition, some of our officers and regular employees may solicit the return of proxies by telephone, facsimile, personal interview, email or telegram. These individuals will receive no additional compensation for these services.

How can I communicate with the Board of Directors?

Subject to reasonable constraints of time, topics and rules of order, you may direct comments to or ask questions of our Chairman andor Chief Executive Officer during our 2011 Annual Meeting of Shareholders. In addition, you may communicate directly with any director by writing to:

Apogee Directors

Apogee Enterprises, Inc.

7900 Xerxes Avenue South,4400 West 78th Street, Suite 1800520

Minneapolis, Minnesota 55431-115955435

Attention: Corporate Secretary

Directors@apog.com

Our Corporate Secretary will promptly forward to the Board of Directors or the individually named directors all relevant written communications received at the above address.addresses. Our Board has requested certain communications that are unrelated to the duties and responsibilities of the Board be excluded, such as spam, junk mail, mass mailings, product inquiries, new product suggestions, resumes and other forms of employment inquiries, surveys and business solicitations or advertisements. All other written communications will be reviewed by our Corporate Secretary in conjunction with the Chair of our Nominating and Corporate Governance Committee for relevance to Board activities, and after such review, our Corporate Secretary will promptly forward all relevant written communications to the Board or the individually named directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information concerning beneficial ownership of our common stock outstanding as of May 4, 20093, 2011, the record date for our 2011 Annual Meeting of Shareholders, by persons known to us to own more than 5% of our common stock. Unless otherwise indicated, the named holders have sole voting and investment power with respect to the shares beneficially owned by them.

(2)

We have relied upon the information supplied jointly by Barclays Global Investors, NA., Barclays Global Fund Advisors, and Barclays Global Investors, Ltd.BlackRock, Inc. in a Schedule 13G/A furnished to us reporting information as of December 31, 2010.

(3)

We have relied upon information supplied by The Vanguard Group, Inc. (“Vanguard”) in a Schedule 13G furnished to us reporting information as of December 31, 2008. The Schedule 13G indicates that2010. Of the shares reported, Vanguard had sole investment discretion with respect to 1,386,244 shares and shared investment discretion and sole voting power with respect to 45,028 shares, and Vanguard Fiduciary Trust Company, a wholly owned subsidiary of Vanguard, serving as an investment manager of December 31, 2008: (a) Barclays Global Investors, NA.collective trust accounts, was the beneficial owner with sole investment discretion over 815,456 shares and possessed sole voting power over 720,062 shares; (b) Barclays Global Fund Advisors wasdirected the beneficial owner with sole investment discretion over 1,212,565 shares and sole voting power over 895,710 shares; and (c) Barclays Global Investors, Ltd. was the beneficial owner with sole investment discretion over 19,129 shares and possessed sole voting power over 900votes of 45,028 shares. The shares reported are held by the filers in trust accounts for the economic benefit of the beneficiaries of those accounts.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the number of shares of our common stock beneficially owned as of May 4, 2009,3, 2011, the record date for our 20092011 Annual Meeting of Shareholders, by each of our directors, each of our executive officers named in the “SummarySummary Compensation Table”Table (our “Named Executive Officers”) and by all of our directors and executive officers as a group.

Amount and Nature of Beneficial Ownership

Includes the following shares issued to our Named Executive Officers:

All shares of restricted stock held pursuant to our Amended and Restated 2002 Omnibus Stock Incentive Plan, and all shares of restricted stock held pursuant to our 2009 Stock Incentive Plan are subject to future vesting conditions and the holders of such shares have no investment power over such shares.

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

(7)

Includes performance share units awarded on April 28, 2009 pursuant to our Amended and Restated 2002 Omnibus Stock Incentive Plan and 2009 Stock Incentive Plan which will only be earned if predetermined goals for a three-year performance period are met. Each performance share unit represents one share of our common stock.

(8)	Includes 32,560 shares held by Mr. Huffer’s wife, as to which he disclaims beneficial ownership.

(9)	Includes 350 shares held by Mr. Porter’s children.

(10)	Mr. Silvestri resigned from our Company effective as of March 11, 2011.

(11)	Since Mr. Silvestri resigned from our Company effective as of March 11, 2011, he is not included in the total of all directors and officers as a group.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our directors and executive officers and persons who own more than 10% of our securities to file initial reports of ownership of those securities on Form 3 and reports of changes in ownership on Form 4 or Form 5 with the SEC. Specific due dates for these reports have been established by the SEC, and we are required to disclose in this proxy statement any failure to timely file the required reports by these dates. Based solely on our review of the copies of these reports received by us and written representations from our directors and executive officers, we believe that our directors and executive officers complied with all Section 16(a) filing requirements for the fiscal year ended February 28, 2009.26, 2011.

PROPOSAL 1: ELECTION OF DIRECTORS

Our Restated Articles of Incorporation provide that the Board of Directors will be divided into three classes of directors of as nearly equal size as possible. Our articles further provide that the total number of directors will be determined exclusively by our Board of Directors. The term of each class of director is three years, and the term of one class expires each year in rotation. Currently, we have ten directors, with three directors serving in each of Classes I and III and four directors serving in Class II. At this year’s annual meeting, the terms of our Class III directors will expire. Bernard P. Aldrich, Sara L. Hays, Russell HufferCurrently, we have nine directors and John T. Manningthree directors serving in Class I, four directors serving in Class II and two directors serving in Class III. Robert J. Marzec, Stephen C. Mitchell and David E. Weiss are the current Class III directors who have been nominated for re-election to the Board. The Class III directors elected at the annual meeting will serve until the 20122014 Annual Meeting of Shareholders or until their successors are elected and qualified. Each of the nominees has agreed to serve as a director if elected.

We have no reason to expect that any of the nominees will fail to be a candidate at the annual meeting and, therefore, do not have in mind any substitute or substitutes for any of the nominees. If any of the nominees should be unable to serve as a director, proxies will be voted for a substitute nominee or nominees in accordance with the best judgment of the person or persons acting under the proxies.

The Board of Directors recommends that you vote FOR the fourthree Class III nominees for director. Unless authority for one or more of the nominees is withheld, proxies will be voted FOR the election of each of Messrs. Aldrich, HufferMarzec, Mitchell and Manning and Ms. HaysWeiss as Class III directors for a three-year term expiring at the 20122014 Annual Meeting of Shareholders.

The nominees for election as directors and the directors whose terms of office will continue after the annual meeting have provided information about themselves in the following information about themselves.section. SEC rules require us to discuss briefly the specific experience, qualifications, attributes or skills that led the Board to conclude that each director or nominee for director should serve on our Board of Directors. This discussion is provided in a separate paragraph titled “Key Attributes, Experience and Skills” below the “Biography” paragraph in the following section. All of our directors possess the minimum qualities and skills described under “Criteria for Board Membership” on page 17.

Class I Directors – Nominees for Terms Expiring in 2014

Class I Directors – Nominees for Terms Expiring in 2014

Class II Directors –Nominees for– Terms Expiring in 2012

Class II Directors – Terms Expiring in 2012

Class III Directors –Terms Expiring in 20102013

Class I Directors –Terms Expiring in 2011provides valuable business, leadership and management experience, including expertise in government contracting and procurement, risk assessment and mitigation, supply chain and logistics management, information technology and leadership development. General Reynolds also has private company and non-profit board experience.

CORPORATE GOVERNANCE

Our Board of Directors and management are dedicated to maintaining exemplary corporate governance, the highest standard of ethical conduct, and full compliance with the laws, rules and regulations that govern our businesses.

Corporate Governance Web Site

Information relative to our corporate governance is available on our web site at www.apog.com by clicking on “Governance.” This information includes:

We will provide copies of any of the foregoing information without charge upon written request toto: Corporate Secretary, Apogee Enterprises, Inc., 7900 Xerxes Avenue South,4400 West 78^th Street, Suite 1800,520, Minneapolis, Minnesota 55431-1159.55435.

Code of Business Ethics and Conduct and Hotline

In 1999, theOur Board has adopted our Code of Business Ethics and Conduct. The CodeConduct (our “Code of Conduct”), which is a statement of our high standards for ethical behavior and legal compliance, and itcompliance. Our Code of Conduct governs the manner in which we conduct business. All of our employees, including our executive officers, and all members of our Board of Directors are required to comply with the Code.our Code of Conduct. A copy of our Code of Business Ethics and Conduct is available on our web site at www.apog.com by clicking on “Governance,” then “Code of Conduct,” then “Code of Conduct – English.”

All employees are required to promptly report all known or suspected violations of the Code of Business Ethics and Conduct and applicable laws, including, without limitation, concerns about accounting, internal controls or auditing matters. We provide a Code of Business Ethics and Conduct Hotline that is available 24 hours a day, seven days a week by web link and telephone with live operators who can connect to translators in multiple languages. Individuals can make reports anonymously. The Hotline is managed by an outside vendor who is not affiliated with us. We prohibit retaliation action against any employee who in good faith reports a known or suspected violation of the Code of Business Ethics and Conduct or applicable laws and regulations, including concerns about accounting, internal controls or auditing matters.

Corporate Governance Guidelines

Our Corporate Governance Guidelines, adopted in 2004, embody many of our long-standing practices, policies and procedures, which are the foundation of our commitment to best practices in corporate governance. Our Corporate Governance Guidelines outline the role, composition, qualifications, operation and other policies applicable to our Board. Our Corporate Governance Guidelines provide the framework within which directors and management can effectively pursue our objectives for the benefit of our shareholders. Our Guidelines are reviewed at least annually and revised as necessary to continue to reflect best corporate governance practices. The full text of our Corporate Governance Guidelines, as last amended by theour Board in January 2009,April 2011, may be found on our web site at www.apog.com by clicking on “Governance,” then “Corporate Governance Guidelines.”

Board Independence

Under our Corporate Governance Guidelines, a substantial majority of the directors on our Board, and all members of our Audit, Compensation, and Nominating and Corporate Governance CommitteesBoard committees must be independent. Each year, in accordance with The NASDAQ Stock Market LLC (“NASDAQ”) rules, our Board affirmatively determines the independence of each director and nominee for election as a director in accordance with guidelines it has adopted, which include all elements of independence set forth in the NASDAQ listing standards.

With the assistance of legal counsel to the Company, our Nominating and Corporate Governance Committee reviewed the applicable legal standards for Board member and Board committee member independence. In making its independence recommendation, our Nominating and Corporate Governance Committee reviewed a summary of the answers to annual questionnaires completed by each Board member regarding employment, business, familial, compensation and other relationships with Apogee and our management. On the basis of this review, our Nominating and Corporate Governance Committee reported on its review to our Board of Directors. After reviewing the information presented to it, the Board made its independence determination based upon our Nominating and Corporate Governance Committee’s review and recommendation and the related supporting information.

Based on this review, our Board of Directors has determined that eachthe following non-employee directors are independent and have no material relationship with us except serving as a director or shareholder: Bernard P. Aldrich, Jerome L. Davis, Sara L. Hays, John T. Manning, Robert J. Marzec, Stephen C. Mitchell, Richard V. Reynolds and David E. Weiss. Our Board of our directors is independent, except forDirectors has determined that Russell Huffer who serves as our Chairman and Chief Executive Officer, and James L. Martineau, who servedretired from our Board effective as of our 2010 Annual Meeting of Shareholders, are not independent because Mr. Huffer serves as our Chief Executive ViceOfficer and President until 1998,and Mr. Martineau served as a consultant to usour Company until fiscal 2002 and whosehis daughter-in-law is employed by one of our subsidiaries in a field sales capacity, as described under the heading “Certain Relationship and Transaction with Former Director” on page 57.

Lead Director

Our Board of Directors has elected an independent director to serve as lead director (“Lead Director”). Stephen C. Mitchell, who also serves as Chair of our Nominating and Corporate Governance Committee, has served as Lead Director since May 2006.

The role of Lead Director includes presiding at all meetings of our Board at which our Chairman is not present, including executive sessions of the independent directors; serving as a liaison between our Chairman and our non-employee directors; approving agendas for meetings of our Board; approving meeting schedules to assure that there is sufficient time for discussion of all agenda items; establishing guidelines for management on the quality, quantity and timeliness of information sent to our Board; calling meetings of our non-employee directors; recommending to our Chairman the retention of outside advisors and consultants who report directly to our Board on board-wide issues; and, if requested by shareholders, ensuring that he or she is available for consultation and direct communication.

Executive Sessions of the Board

During each regular Board meeting, our non-employee directors meet in executive session without our Chairman and Chief Executive Officer or any other member of management being present. In addition, at least twice annually, our non-employee directors who meet the independence requirements of the NASDAQ listing standards meet in executive session without any director who does not meet such independence requirements or any member of management being present. Our Lead Director presides at such sessions. During fiscal 2009, our non-employee directors met in executive session five times and our non-employee directors who meet the independence requirements of the NASDAQ listing standards also met in executive session four times.

Outside Advisors

Our Board of Directors and each of its committees may retain outside advisors and consultants of their choosing at our expense. Our Board does not need to obtain management’s consent to retain outside advisors.

Board Effectiveness

Our Board of Directors performs an annual self-assessment, led by our Lead Director, to evaluate its effectiveness in fulfilling its obligations.61.

Stock Ownership Guidelines for Non-Employee Directors

Our Board of Directors believes that non-employee directors should have a significant equity interest in Apogee and established voluntary stock ownership guidelines for directors in 2002. The guidelines encourage share ownership by our directors in an amount having a market value of three$120,000 (three times the current annual Board retainer (currently $120,000)of $40,000) to be achieved within five years of first being elected as a director. In calculating share ownership of our non-employee directors, we include shares of restricted stock issued pursuant to our 2009 Non-Employee Director Stock Incentive Plan and phantom stock units under theour Deferred Compensation Plan for Non-Employee Directors, but do not include unexercised stock options.

Policy Regarding Service on Other Boards

Our Board As of Directors has established a policy that restrictsFebruary 25, 2011, the last trading day of fiscal 2011, all our non-employee directors from serving on the boards of directors of more than four other publicly held corporations unless approved by a majority of the directors ofmet our Board.

Policy Regarding Attendance at Annual Meetings

Our Board members are expected to attend our annual meeting of shareholders. Last year all of our directors attended our annual meeting of shareholders.stock ownership guidelines.

Retirement Policy

Our Board of Directors has established a policy that, unless otherwise approved by a majority of theour directors, no individual who is over 72 years of age may be nominatedelected to serve as a director if the term of service would expire more than one year after such individual’s seventieth birthday.director.

Procedures for Shareholder Recommendations or Nominations of Director Candidates

A shareholder who wishes to recommend a director candidate to theour Board for nomination by theour Board at theour annual meeting or for vacancies of theon our Board that arise between meetings must provide theour Nominating and Corporate Governance Committee with sufficient written documentation to permit a determination by theour Board as to whether such candidate meets the required and desired director selection criteria set forth in our Amended and Restated Bylaws, our Corporate Governance Guidelines and the factors discussed below under the heading “Criteria for Board Membership.” Such documentation and the name of the director candidate must be sent by U.S. mail to our Corporate Secretary at the address indicated on the Notice of Annual Meeting of Shareholders. Our Corporate Secretary will send properly submitted shareholder recommendations to the Chair of theour Nominating and Corporate Governance Committee for consideration at a future committee meeting.

Alternatively, shareholders may directly nominate a person for election to our Board of Directors by complying with the procedures set forth in our Amended and Restated Bylaws and the rules and regulations of the SEC. Shareholders may request a copy of our Amended and Restated Bylaws by contacting our Corporate Secretary at the address indicated on the Notice of Annual Meeting of Shareholders. Any shareholder nominations of director candidates for the 20102012 election of directors should be submitted to our Corporate Secretary at the address indicated on the Notice of Annual Meeting of Shareholders no later than February  24, 2010.23, 2012.

Criteria for Board Membership

It is the responsibility of our Nominating andOur Corporate Governance Committee to developGuidelines outline our director qualification criteria for Board members, evaluate potential candidates and to recommend to the full Board nominees for election as directors. Our Nominating and Corporate Governance Committee determines the required selection criteria and qualifications of director nominees based upon our needs at the time nominees are considered.standards. Director candidates should possess the highest personal and professional ethics, integrity and values, andvalues; be committed to representing the long-term interests of our stakeholders. Candidates must alsostakeholders; have an inquisitive and objective perspective, practical wisdom and mature judgment,judgment; and be willing and able to challenge management in a constructive manner. We endeavor to have our Board represent diverse skills and experience at policy-making levels in aspects of business relevant to our activities. Our Board strives for aBoard membership that is diverse in gender, ethnicity, age, geographic location, and geographic location.business skills and experience at policy-making levels. In addition, director candidates must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serving on our Board for an extended period of time.

Our Nominating and Corporate Governance Committee considers recommendations of director candidates made by current directors, an independent search firm, if one is engaged, senior management and our shareholders.candidates. Director candidates recommended by shareholders in compliance with the procedures described under the heading “Procedures for Shareholder Recommendations or Nominations of Director Candidates” on page 1517 and who meet the criteria outlined above will be evaluated by our Nominating and Corporate Governance Committee in the same manner as nominees proposed by other sources.

Our Nominating and Corporate Governance Committee’s procedure for reviewing the qualifications of all nominees for Board membership include making a preliminary assessment of each proposed nominee, based upon the individual’s resume and biographical information, an indication of the individual’s willingness to serve, and other background information, business experience and leadership skills, all to the extent available and deemed relevant by our Nominating and Corporate Governance Committee.skills. All director candidates who continue in the process are then interviewed by members of our Nominating and Corporate Governance Committee and a majority of our other current directors. Our Nominating and Corporate Governance Committee makes recommendations to our Board for inclusion in the slate of director nominees at an annual or special meeting of shareholders, or for appointment by our Board to fill a vacancy. Prior to recommending a director to stand for re-election for another term, our Nominating and Corporate Governance Committee applies its director candidate selection criteria, including a director’s past contributions to our Board, effectiveness as a director and desire to continue to serve as a director. In addition, our Nominating and Corporate Governance Committee conducts an individual director performance evaluation of each director whose term is expiring at that year’s annual meeting of shareholders and who has expressed an interest in standing for re-election. Our Board, Board Committeecommittee and individual director evaluation processes establishedare important determinants used by our Nominating and Corporate Governance Committee are an important determinantin recommending that a director stand for Board tenure.re-election.

Board Meetings

Our business, property and affairs are managed under the direction of our Board of Directors. Members of our Board are kept informed of our business through discussions with our Chairman and Chief Executive Officer, Chief Financial Officer and other executive officers, by reviewing materials provided to them by management, by visiting our offices, manufacturing facilities and project job sites, and by participating in meetings of our Board and Board committees.Committee Membership and Meetings

During fiscal 2009,2011, our Board of Directors met seven times and our non-employee directors met in executive session without our Chief Executive Officer or any other members of management being present six times, and our non-employee directors who meet the independence requirements of the NASDAQ listing standards met in executive session five times. Each directorof our directors attended more thanat least 75% of the regularly scheduled and special meetings of the Board and the Board Committees on which he or she served that were held during the time he or she was a director during fiscal 2011. All Board members are expected to attend our annual meetings of shareholders and all of our Board andmembers attended our 2010 Annual Meeting of Shareholders, with the exception of James L. Martineau, who retired from our Board committees on which the director served during fiscal 2009.

Board Committeesat such meeting.

We havehad four standing Board committees:committees during fiscal 2011: Audit, Compensation, Nominating and Corporate Governance, and Finance and Enterprise Risk.

The table below identifies the membersprovides fiscal 2011 membership and meeting information for each of eachour Board committee and the number of meetings held during fiscal 2009. Each committee member has served on the indicated committee throughout fiscal 2009 and will continue to serve on the indicated committee through the 2009 Annual Meeting of Shareholders.Committees.

C = Committee Chair                            M = Committee Member

Audit Committee

Our Audit Committee is comprised entirely of independent directors and is governed by a Board-approved charter, which was last amended in April 2010. Under its charter, our Audit Committee:

Our Board of Directors has determined that each member of our Audit Committee meets the independence and experience requirements of the NASDAQ listing standards and the SEC. Our Board of Directors has identifiedalso determined that each of John T. Manning and Robert J. Marzec to beis an audit committee financial expertsexpert under the rules of the SEC. Our

A copy of the Audit Committee held 11 meetings during fiscal 2009.charter may be found on our web site at www.apog.com by clicking on “Governance,” then “Board Committee Composition and Charters” and then “Audit Committee.”

Compensation Committee

Our Compensation Committee is responsible for establishingcomprised entirely of independent directors and is governed by a Board-approved charter, which was last amended in April 2011. Under its charter, our Compensation Committee:

Our Compensation Committee regularly reviews its decisions on compensation for our Chief Executive Officer with the full Board prior to communicating those decisions to our Chief Executive Officer. Our Compensation Committee is governed by a Board-approved charter, which was last amended in January 2009. A copy of the Compensation Committee charter may be found on our web site at www.apog.com by clicking on “Governance,” then “Committee Composition/Charters” and then “Compensation Committee.”

From fiscal 2004 through fiscal 2009, our Compensation Committee engaged the services of Buck Consultants, as independent compensation consultant, to advise our Compensation Committee on matters related to compensation for our Chief Executive Officer, executive officers and other members of senior management. Our Compensation Committee relied on advice from Buck Consultants in making decisions with respect to base salaries for fiscal 2009, the fiscal 2009 annual cash incentive metrics and payouts as a percentage of salary, and the long-term incentive awards made in April 2008. In June 2009, our Compensation Committee discontinued the services of Buck Consultants and retained Pearl Meyer & Partners, as a new independent compensation consultant, to advise it on matters related to compensation for our Chief Executive Officer, executive officers and other members of senior management. Our Compensation Committee’s compensation consultant is independent of the Company and reports directly to our Compensation Committee. Pearl Meyer & Partners attended three meetings of our Compensation Committee during fiscal 2009.

Our Board of Directors has determined that each member of our Compensation Committee is independent, as defined by the NASDAQ rules.listing standards. In addition, each Compensation Committee member is a “non-employee” director, as defined in the Exchange Act, and is an “outside director” as defined in Section 162(m) of the Internal Revenue Code. Our

A copy of the Compensation Committee held six meetings during fiscal 2009.charter may be found on our web site at www.apog.com by clicking on “Governance,” then “Board Committee Composition and Charters” and then “Compensation Committee.”

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is comprised entirely of independent directors and is governed by a Board-approved charter, which was last amended in January 2011. Under its charter, our Nominating and Corporate Governance Committee:

Our Board of Directors has determined that each member of our Nominating and Corporate Governance Committee will administer our 2009 Non-Employee Director Stock Incentive Plan.is independent, as defined by the NASDAQ listing standards.

Our Nominating and Corporate Governance Committee is governed by a Board-approved charter, which was last amended in January 2009. A copy of the Nominating and Corporate Governance Committee charter may be found on our web site at www.apog.com by clicking on “Governance,” then “Committee Composition/“Board Committee Composition and Charters” and

then “Nominating and Corporate Governance Committee.” Our Board of Directors has determined that each member of our Nominating and Corporate Governance Committee is independent, as defined by the NASDAQ rules. Our Nominating and Corporate Governance Committee held three meetings during fiscal 2009.

Finance and Enterprise Risk Committee

Our Finance and Enterprise Risk Committee is responsible for overseeingcomprised entirely of independent directors and is governed by a Board-approved charter, which was last amended in April 2010. Under its charter, our Finance and Enterprise Risk Committee:

Our Board of our 401(k) retirement plan, our tax strategies and the impactDirectors has determined that each member of tax law changes expected to have a material impact on our financial results.

Our Finance and Enterprise Risk Committee is governedindependent, as defined by a Board-approved charter, which was last amended in May 2007. the NASDAQ listing standards.

A copy of the Finance and Enterprise Risk Committee charter may be found on our web site at www.apog.com by clicking on “Governance,” then “Committee Composition/“Board Committee Composition and Charters” and then “Finance and Enterprise Risk Committee.” The

Risk Oversight by the Board of Directors

Our Board executes its overall responsibility for risk management directly and through its Committees, as follows:

Our Board is kept abreast of the risk oversight efforts by our Committees through reports to our full Board by our Committee Chairs presented at each quarterly meeting of our Board. Our Board considers specific risk topics, including risks associated with our strategic plan, mergers and acquisitions, and market risks. In addition, as part of our annual strategic review of each of our business units, our Board discusses the risks and exposures of each business unit.

Board Leadership Structure

Our Corporate Governance Guidelines provide that our Board has discretion to combine or separate the offices of Chair of the Board and Chief Executive Officer. Our Board makes this determination considering what it believes is in the best interests of our Company and shareholders in light of the circumstances existing at that time, recognizing that circumstances can change. When the Chief Executive Officer also holds the position of Chair, a Lead Director will be appointed by our Board to further the achievement of a strong, independent Board with an appropriate balance between our Board and our Chief Executive Officer. In that situation, generally the Chair of our Nominating and Corporate Governance Committee will serve as our Lead Director.

Our Board separated the roles of Chair of the Board and Chief Executive Officer in January 2011, in connection with Mr. Huffer’s announcement of his planned retirement. The Board determined that the appointment of a Non-Executive Chair of the Board at that time would provide the Board with independent leadership during the Chief Executive Officer transition and permit the incoming Chief Executive Officer to concentrate on our business operations. As a result, the Board appointed Mr. Aldrich as the Non-Executive Chair of our Board in January 2011. In this capacity, Mr. Aldrich has chaired the meetings during fiscal 2009.of our Board of Directors and executive sessions of our independent directors. Mr. Aldrich, as the retired Chief Executive Officer and President of a public company, has significant public company experience. The Non-Executive Chair of our Board, in consultation with our Chief Executive Officer, establishes the agenda for each Board meeting.

We believe our Board leadership structure supports the risk oversight function of our Board. In addition to having a Non-Executive Chair of the Board, strong independent directors chair our Board committees involved with risk oversight, there is open communication between management and our directors, and all of our directors are actively involved in the risk oversight function.

NON-EMPLOYEE DIRECTOR COMPENSATION

Non-Employee Director Compensation Arrangements During Fiscal 20092011 and 20102012

Our Nominating and Corporate Governance Committee is responsible for establishing levels of compensation for our Board members. We target compensation for service on our Board and Board committees generally at the median for board services at companies in our peer group of companies, using the same peer group used for executive compensation purposes and described under the heading “Competitive“Consulting Assistance, Competitive Market Defined”and Compensation Positioning” on page 28. For more than five years, Hewitt Associates had served as independent compensation consultant to32. Generally, our Nominating and Corporate Governance Committee on matters related to board compensation, including determination of the dollar-denominated, equity-based compensation awarded to our non-employee directors annually as described under “Equity-Based Compensation” on page 23. Our Nominatingreviews and Corporate Governance Committee discontinued the services of Hewitt Associates and in August 2008, retained Pearl Meyer & Partners, as a new independent compensation consultant, to advise it on matters related to Board compensation. Generally, our Chairman and Chief Executive Officer reviewsdiscusses the compensation analysis provided by the independent compensation consultant and then makes a recommendation to our Nominating and Corporate Governance Committee regarding Board compensation. Our Nominating and Corporate Governance Committee reviews the data and analysis provided by the independent compensation consultant andretained to advise it on matters related to compensation for our Chairman andBoard members. Our Chief Executive Officer’s recommendations.Officer participates in the discussions on compensation for our Board members. Our Nominating and Corporate Governance Committee generally makes its own recommendations to our Board regarding annual cashBoard and Board committee compensation, and other compensation matters, and our Board approves Board and Board committee compensation, based on the recommendations of our Nominating and Corporate Governance Committee. However, for the stock options awarded to non-employee directors from 2002 through 2008, our Nominating and Corporate Governance Committee determined the amount of such annual dollar-denominated equity awards based on the report of its independent compensation consultant.

Directors who are our employees receive no additional compensation for serving on our Board.

Our non-employee directors receive cash compensation in the form of cash retainers and equity compensation in the form of restricted stock awards, as described below. Mr. Huffer, our only employee director, receives no additional compensation for serving on our Board.

The following table describes the compensation arrangements with our non-employee directors for our 2009fiscal 2011 and 2010 fiscal years.2012.

(3)

On February 27, 2009, our Board of Directors amended our Deferred Compensation Plan for Non-Employee Directors to eliminate the 10% Company match on amounts deferred by non-employee directors under such plan effective as of December 31, 2009, the last day of irrevocable election for calendar 2009 made by our non-employee directors during 2008.

(4)	On February 27, 2009, our Board of Directors amended our employee stock purchase plan to eliminate participation by our non-employee directors in such plan effective asJanuary 2011 when we elected a Non-Executive Chair of the beginning of fiscal 2010.

(5)

On January 21, 2009, our Board of Directors approved the discontinuance of participation of our non-employee directors in our group medical and dental plans effective as of January 1, 2010, permitting those non-employee directors who had elected in 2008 to participate in our dental plan for calendar 2009 to continue such coverage through their election.

(6)	The terms of the stock option grants under our 2002 Omnibus Stock Incentive Plan are discussed under the heading “Stock Option Grants” on page 23.

(7)

The terms of the time-based restricted stock award anticipated to be awarded during fiscal 2010 under the 2009 Non-Employee Director Stock Incentive Plan, assuming shareholder approval of such plan at our 2009 Annual Meeting of Shareholders, are discussed under the heading “Restricted Stock Awards” on page 23.Board.

Fiscal 20092011 Non-Employee Director Compensation Table

The following table shows the compensation paid to our non-employee directors for our 2009 fiscal year.2011.

The table below sets forth the amount of retainer and meeting fees contributed or deferred by our non-employee directors under our Deferred Compensation Plan for Non-Employee Directors and employee stock purchase plan with respect to fiscal 2009.

Name		Deferred Compensation Plan for Non-Employee Directors ($)
Bernard P. Aldrich			65,000
Jerome L. Davis			65,000
Sara L. Hays			—
John T. Manning			—
James L. Martineau			—
Robert J. Marzec			—
Stephen C. Mitchell			—
Richard V. Reynolds			48,750
David E. Weiss			—

The table below sets forth, as of February 28, 2009, the end of fiscal 2009, certain information with respect to the options to purchase shares of our common stock held by our non-employee directors. All such options were fully vested as of such date.

Our non-employee directors did not hold any shares of restricted stock as of February 28, 2009.

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 2009.

Equity-Based Compensation

Stock Option Grants

Since fiscal 1999, the Company has made annual non-qualified stock option grants to our non-employee directors. From fiscal 2002 through fiscal 2009, stock option grants to non-employee directors were issued pursuant to the Company’s shareholder-approved Amended and Restated 2002 Omnibus Stock Incentive Plan. Under such plan, each non-employee director received a stock option grant on the date he or she was first elected to our Board and annually on the date of our annual meeting of shareholders if his or her term continued after such meeting. Non-employee directors received both an automatic fixed grant of options to purchase 4,000 shares of our common stock and a variable, dollar-denominated stock option grant. The total number of shares subject to both types of options provided our non-employee directors with total dollar-denominated, equity-based compensation equal to the dollar-denominated, equity-based compensation received by non-employee directors in the fiftieth percentile of our peer group of companies used for both executive and non-employee director compensation purposes. However, the total number of shares subject to both types of options granted in any one calendar year could not exceed 10,000 shares per non-employee director. The comparator group of companies that Buck Consultants assisted the Company in identifying during fiscal 2007 was used for benchmarking compensation for the stock option grant made to non-employee directors in June 2008. The list of this comparator group of companies is under the heading “Competitive Market Defined” on page 28.

For purposes of determining the number of options to be granted, each option was valued at 33% of the fair market value of one share of our common stock as of the date of grant of the option. These stock options vest in full six months after the date of grant and have an exercise price equal to 100% of the fair market value of our common stock on the date of grant. The per share exercise price of the options granted in fiscal 2009 was $18.31 for the automatic stock option grants issued to non-employee directors on June 25, 2008, the date of our 2008 Annual Meeting of Shareholders.

As an example, assuming the dollar-denominated, equity-based compensation received by non-employee directors in the fiftieth percentile of our peer group of companies is $72,000 and the fair market value of our common stock on the date of our annual meeting of shareholders is $15.00, then:

If shareholders approve the Apogee Enterprises, Inc. 2009 Non-Employee Director Stock Incentive Plan, the Company would discontinue making annual stock option grants to our non-employee directors under our 2002 Amended and Restated Omnibus Stock Incentive Plan and would instead make time-based restricted stock awards under our 2009 Non-Employee Director Stock Incentive Plan, as described under the heading, “Restricted Stock Awards” below.

Restricted Stock Awards

If Proposal 3 is approved byRestricted stock awards to non-employee directors are issued pursuant to our shareholders, each2009 Non-Employee Director Stock Incentive Plan. Each non-employee director would receivereceives a time-based restricted stock award on the date he or she wasis first elected to our Board and annually on the date of our annual meeting of shareholders if his or her term continuedcontinues after such meeting. The number of shares of restricted stock subject to the award would beis determined by our Board of Directors, after recommendation by our Nominating and Corporate Governance Committee and consideration of various factors, including companyour performance, market data and trends, performance by our Board as a whole and the equity-based compensation received by non-employee directors inapproximating the fiftieth50^th percentile of our peer group of companies. EachThe restricted stock award wouldawards made in 2009 and 2010 fully vest in three equal annual installments commencing on the firstthird anniversary of the date of the award. If the 2009 Non-Employee Director Stock Incentive Plan Proposal is approved by our shareholders, the plan would permit newly issued time-based restricted stock awards subject to the three-year minimum vesting period to vest in installments over the three-year period.

Deferred Compensation Plan for Non-Employee Directors

Our non-employee directors may elect to participate in our Deferred Compensation Plan for Non-Employee Directors. This plan was adopted by our Board of Directors in October 1998 and approved at our 1999 Annual Meeting of Shareholders to encourage our non-employee directors to continue to make contributions to the growth and profits of Apogee and to increase their ownership of shares of our common stock, thereby aligning their interests in the long-term success of Apogee with that of our other shareholders. Under the plan, participants may defer a portion of their annual retainer and meeting fees into deferred stock accounts. We will match 10% of the elected deferral through December 31, 2009. On February 27, 2009, our Board of DirectorsThe plan was amended the plan to eliminate the 10% Company match on amounts deferred by our non-employee directors under such plan effective as ofafter December 31, 2009, the last day of the irrevocable election for calendar 2009 made by non-employee directors in 2008.2009. Each participating director receives a credit of shares of our common stock in an amount equal to the amount deferred divided by the fair market value of one share as of the crediting date. These accounts also are credited, as of the crediting date, with an amount equal to the dividend paid on one share of our common stock multiplied by the number of shares credited to each account. Participating directors may elect to receive the amounts credited to their accounts at a fixed date, at age 70 or following death or retirement from our Board of Directors. The amounts will be paid out in the form of shares of our common stock (plus cash in lieu of fractional shares) either in a lump sum or in installments, at the participating director’s election. This plan is an unfunded, book-entry, “phantom stock unit” plan, as to which no trust or other vehicle has been established to hold any shares of our common stock. During fiscal 2009, Messrs. Aldrich, Davis, Manning, Marzec and Reynolds and Ms. Hays participated in this plan. For fiscal 2009, we contributed an aggregate of $27,096 in matching contributions on deferrals made by all non-employee directors as a group to our Deferred Compensation Plan for
Non-Employee Directors and credited an aggregate of $17,320 for dividends paid on shares credited under the plan for our
non-employee directors.

Employee Stock Purchase Plan

Through fiscal 2009, our non-employee directors also had the option to participate in our employee stock purchase plan on the same terms as our employees. Under the plan, a non-employee director could purchase our common stock by contributing up to $500 per week to the plan, with Apogee contributing an amount equal to 15% of each participant’s weekly contribution, which is the same percentage matching contribution we make for our employee participants. During fiscal 2009, Messrs. Marzec, Mitchell and Weiss participated in our employee stock purchase plan. For fiscal 2009, we contributed $4,560 in matching contributions to our employee stock purchase plan for the benefit of all non-employee directors as a group and paid an aggregate of $2,673 in dividends on shares of our common stock held by our non-employee directors pursuant to such plan. On February 27, 2009, our employee stock purchase plan was amended to discontinue participation by non-employee directors on February 28, 2009, the end of fiscal 2009.

Charitable Matching Contributions Program for Non-Employee Directors

In October 2004,Under our Board ofCharitable Matching Contributions Program for Non-Employee Directors, adopted a charitable matching contributions program for eligible non-employee directors. Under the plan, we match cash or publicly tradedpublicly-traded stock contributions made by our non-employee directors to cultural, educational, social, medical or health relatedhealth-related charitable organizations that are exempt from federal income tax and qualify as a charity to which individuals can make a
tax-deductible contribution. Thecontribution up to a maximum aggregate amount that we will match isof $2,000 per eligible non-employee director per calendar year. During fiscal 2009, all of our non-employee directors participated in this program, and we made charitable contributions totaling $18,000 to match all of the contributions made by our non-employee directors.

Group Medical and Dental Insurance Plan

Since October 2004, our non-employee directors could elect to participate in our group welfare plan, which provides medical and dental insurance coverage to our employees. Non-employee directors could obtain single or family medical and dental coverage on the same terms as our employees. Our non-employee directors pay the employee’s portion of the insurance premium, and we pay the employer portion of the premium. On January 21, 2009, our Board approved the discontinuation of participation of non-employee directors in our group medical and dental plans, effective as of January 1, 2010, permitting those non-employee directors who had made elections during calendar 2008 to participate in such plan for calendar 2009 to continue such coverage through the end of their election period. During fiscal 2009, none of our non-employee directors participated in our group medical plan; Messrs. Marzec and Reynolds participated in our group dental plan. For fiscal 2009, we paid $1,256 in dental insurance premiums for our non-employee directors.

EXECUTIVE COMPENSATION

Named Executive Officers

The “Executive Compensation” section of this proxy statement provides information relating to our executive compensation programs and the compensation paid to or accrued for our Company’s named executive officers during fiscal 2009, 2008 and 2007. Our named executive officers are determined in accordance with SEC rules. During fiscal 2009, Apogee’s named executive officers were:

(collectively, the “Named Executive Officers”). Our Compensation Committee evaluates and approves each element of compensation for our Named Executive Officers.

Compensation Committee Report

TheOur Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis section with management. Based on its review and discussions with management, theour Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in the Company’s 20092011 proxy statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2009.26, 2011.

Compensation Committee of the Board of Directors of Apogee

Compensation Discussion and Analysis

General Compensation ObjectivesExecutive Summary

This Compensation PhilosophyDiscussion and Program Objectives

OurAnalysis describes Apogee’s executive compensation program for fiscal 2011, and certain elements of the fiscal 2012 program. In particular, this section explains how our Compensation Committee (the “Committee”) setsmade decisions related to compensation for our executives, including our Named Executive Officers, for fiscal 2011.

Our Named Executive Officers for fiscal 2011 were:

Fiscal 2011 Market and Business Conditions. As we anticipated, fiscal 2011 was a very challenging year for Apogee due to the economic recession, high U.S. unemployment, high commercial office vacancy rates and uncertainty in U.S. and foreign financial markets. Our Architectural segment, which accounted for 87% of our overall revenues in fiscal 2011, primarily provides value-added glass products, services and systems for the U.S. commercial construction industry, which is a cyclical industry currently in a down cycle that is deeper and longer than prior downturns. This uncertainty in the financial markets negatively impacted the availability of financing for U.S. non-governmental commercial construction projects. While there was increased funding for governmental projects from U.S. stimulus spending, the increase in government projects did not offset the decline in private commercial construction projects. New construction of commercial buildings over ten stories in the U.S., a key sector for our Architectural segment, has been negatively impacted to a greater extent than the overall commercial construction market during the current commercial construction downturn. These challenging market conditions resulted in increased competition on construction projects, lower pricing and volumes, and lower capacity utilization in our Architectural segment manufacturing facilities.

Our Large Scale Optical segment, which accounted for 13% of our overall revenues in fiscal 2011, performed well, despite the high U.S. unemployment rate, severity of the general economic recession and low U.S. consumer confidence levels. The segment, which sells value-added glass and acrylic products primarily for the custom picture framing market, continued to convert picture framing customers to high value-added products.

Fiscal 2011 Results. In fiscal 2011, we incurred a loss of $10,332,000, or ($0.37) per share (including earnings of $3,825,000, or $0.14 per share, in discontinued operations) on net sales of $582,777,000, which were approximately 16% and 37% lower than net sales in fiscal 2010 and 2009, respectively. The rate of decline in our net sales was comparable to our markets served. During fiscal 2011, Apogee’s focus was to effectively manage cash and costs during the cyclical downturn and to position our Company for growth when our markets recover. During the year, we increased architectural glass pricing, which we expect will positively impact results in fiscal 2012; we made new capital investments of $9,100,000, primarily for safety, maintenance and productivity improvement projects to maintain our state-of-the art facilities; developed several new products for the green building market; and acquired a glass fabrication company in Brazil to increase penetration of our architectural glass markets in Latin America. After these investments, we maintained a strong financial position, ending fiscal 2011 with a net positive cash position of $38,122,000 and a new $80,000,000 three-year secured revolving credit facility.

Executive Compensation Program. Apogee’s compensation philosophy for executive officers and other senior management. In establishing objectives foris to align executive compensation the Committee desires to acknowledge the entrepreneurial stylewith short-term and high-quality products and custom services that are important to Apogee’s history, culture and competitive advantage. Specifically, the objectiveslong-term performance of our executive compensation program are to:

Our executive compensation philosophy is intended to provide flexible, yet consistent guidance to the Committee to assistfor the fiscal year. Long-term

compensation is generally in making decisions annually. It is not intended that the philosophy will change dramatically onform of two types of equity awards: an annual basis, yet may change, where appropriate, astime-based restricted stock award (fixed) and performance share units (variable), which are earned only upon achievement of certain three-year objective performance measures established by the focus or needsCommittee. The program places significant weight on long-term incentives to motivate executives to achieve annual results in a way that will build and sustain the long-term viability and success of the business change.

Compensation Mixour Company.

Fixed Versus VariableFiscal 2011 Compensation Actions. The following highlights the Committee’s key compensation decisions for fiscal 2011, as reported in the fiscal 2011 Summary Compensation table on page 45. These decisions were made with advice from the Committee’s independent compensation consultant, Pearl Meyer & Partners, and are discussed in greater detail elsewhere in the Compensation Discussion and Analysis.

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Resignation of Officer. In connection with Mr. Silvestri’s resignation as our Executive Vice President and President of Viracon, Inc. effective as of March 11, 2011, the Committee approved a separation agreement with Mr. Silvestri, which is described in more detail under “Resignation of Officer” on page 43.