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 11, 2024
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 11, 2024, H.B. Fuller Company (the “Company”) held its 2024 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 30, 2024, and a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Company’s 2024 proxy statement. As of the record date, there was a total of 54,435,548 common shares outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 51,463,567 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 | |
Thomas W. Handley
(three-year term) | | 46,291,019 | | 3,106,596 | | 2,065,952 | |
Ruth S. Kimmelshue
(three-year term) | | 48,718,732 | | 678,883 | | 2,065,952 | |
Srilata A. Zaheer
(three-year term) | | 48,858,742 | | 538,873 | | 2,065,952 | |
Votes regarding ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending November 30, 2024 were as follows:
For | | Against | | Abstain | |
| 50,031,317 | | 1,405,090 | | 27,160 | |
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 2024 proxy statement were as follows:
For | | Against | | Abstain | | Broker Non-Votes | |
| 47,799,582 | | 1,431,498 | | 166,535 | | 2,065,952 | |
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 12, 2024
| | H.B. FULLER COMPANY | |
| | | | |
| | | | |
| | By: | /s/ Gregory O. Ogunsanya | |
| | | Gregory O. Ogunsanya | |
| | | Sr. Vice President, General Counsel | |
| | | and Corporate Secretary | |
