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    H. B. Fuller Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    4/16/25 9:15:25 AM ET
    $FUL
    Home Furnishings
    Industrials
    Get the next $FUL alert in real time by email
    ful20250415_8k.htm
    false 0000039368 0000039368 2025-04-15 2025-04-15
     
    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):  April 15, 2025
     
    H.B. Fuller Company
    (Exact Name of Company as Specified in Charter)
     
    Minnesota
     
    001-09225
     
    41-0268370
    (State or other jurisdiction of
    incorporation)
     
    (Commission File Number)
     
    (IRS Employer Identification No.)
     
    1200 Willow Lake Boulevard, P.O. Box 64683, St. Paul, Minnesota
     
    55164-0683
    (Address of principal executive offices)
     
    (Zip Code)
     
    Company’s telephone number, including area code: (651) 236-5900
     
     
    (Former name or former address, if changed since last report)
     
    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, par value $1.00
    FUL
    NYSE
     
     

     
    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 DFR 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))
     
    Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07 Submission of Matters to a Vote of Security Holders.
     
    On April 15, 2025, H.B. Fuller Company (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) for the purposes of the election of three directors, the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 29, 2025, a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Company’s 2025 proxy statement, and the approval of the third amendment and restatement of the H.B. Fuller Company 2020 Master Incentive Plan. As of the record date, there was a total of 54,189,226 common shares outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 51,457,691 common shares were represented in person or by proxy, therefore a quorum was present.
     
    The voting results for the election of three directors were as follows:
     
     
    For
     
    Withheld
     
    Broker Non-Votes
    Michael J. Happe
    (three-year term)
    46,412,769
     
    3,329,903
     
    1,715,019
    Charles T. Lauber
    (three-year term)
    48,819,572
     
    923,100
     
    1,715,019
    Celeste B. Mastin
    (three-year term)
    49,549,591
     
    193,081
     
    1,715,019
     
     
    Votes regarding ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending November 29, 2025 were as follows:
     
    For
     
    Against
     
    Abstain
    51,140,675
     
    297,882
     
    19,134
     
     
    The voting results on a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Company’s 2025 proxy statement were as follows:
     
    For
     
    Against
     
    Abstain
     
    Broker Non-Votes
    48,303,399
     
    1,305,400
     
    133,873
     
    1,715,019
     
    The voting results on the approval of the third amendment and restatement of the H.B. Fuller Company 2020 Master Incentive Plan were as follows:
     
    For
     
    Against
     
    Abstain
     
    Broker Non-Votes
    35,833,464
     
    13,858,640
     
    50,568
     
    1,715,019
     
     

     
     
    SIGNATURE
     
    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:  April 16, 2025
     
    H.B. FULLER COMPANY
    By:
    /s/ Gregory O. Ogunsanya
     Gregory O. Ogunsanya
     Sr. Vice President, General Counsel
     and Corporate Secretary
     
     
     
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