8-K

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 7, 2022

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 7, 2022, H.B. Fuller Company (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”) for the purposes of the election of three directors, a non-binding advisory vote to approve the compensation of our named executive officers as disclosed in the proxy statement, and the ratification of the appointment of Ernst & Young LLP as H.B. Fuller’s independent registered public accounting firm for the fiscal year ending December 3, 2022. As of the record date, there was a total of 53,023,068 common shares outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 47,027,160 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)	43,592,182	1,210,520	2,224,458
James J. Owens (three-year term)	44,657,173	145,529	2,224,458
Dante C. Parrini (three-year term)	42,079,625	2,723,077	2,224,458

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 2022 proxy statement were as follows:

For	Against	Abstain	Broker Non-Votes
36,835,439	7,873,434	93,829	2,224,458

Votes regarding ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 3, 2022, were as follows:

For	Against	Abstain
45,534,303	1,466,947	25,910

Item 8.01 Other Events.

On April 7, 2022, the Board of Directors of the Company authorized a share repurchase plan of up to $300 million of the Company’s outstanding common shares for a period of up to five years. Under the share repurchase plan, the Company may repurchase shares for cash on the open as further described in the Company’s press release, attached as Exhibit 99.1 hereto. This share repurchase plan replaces the Company’s previous plan that was approved in April of 2017.

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Item 9.01.         Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated April 7, 2022, issued by H.B. Fuller Company

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 11, 2022

H.B. FULLER COMPANY



By: /s/ Timothy J. Keenan

Timothy J. Keenan

Vice President, General Counsel

and Corporate Secretary

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EX-99.1

Exhibit 99.1

Worldwide Headquarters 1200 Willow Lake Boulevard St. Paul, Minnesota 55110-5101	Barbara Doyle                            Investor Relations                                     651-236-5023
NEWS	April 7, 2022

H.B. Fuller Raises Quarterly Dividend by 13%

Announces new $300 million share repurchase authorization to replace expiring plan

ST. PAUL, Minn. – H.B. Fuller Company (NYSE: FUL) today announced that its Board of Directors approved an increase in the Company’s regular quarterly cash dividend from $0.1675 per share of common stock to $0.19 per share of common stock, payable on May 5, 2022 to shareholders of record at the close of business on April 21, 2022.

This represents a 13% increase over the prior quarterly dividend and marks the 53^rd consecutive year in which the Company has increased its dividend.

“Raising our dividend by 13% reflects our confidence for continued growth of our global adhesives business,” said Jim Owens, H.B. Fuller president and chief executive officer. “The diversity of the materials we purchase, the agility in our global operations, and our expertise as formulators and application scientists enables us to deliver adhesive solutions our customers need in today’s supply-constrained environment, and innovation that is essential for tomorrow’s products. Increasing our dividend for 53 consecutive years is a solid demonstration of our financial strength and the resiliency of our cash flow through more than five decades of different economic conditions and cycles.”

The Company also announced that its Board of Directors authorized a share repurchase plan of up to $300 million of the Company’s outstanding common shares for a period of up to five years. Under the share repurchase plan, the Company, at management’s discretion, may repurchase shares for cash on the open market from time to time, in privately negotiated transactions or block transactions, or through an accelerated repurchase agreement, to buy back shares for future issuance under the Company’s stock-based incentive compensation plans as well as for future issuance in connection with potential strategic opportunities. The plan does not require the Company to repurchase any specific number of shares or to complete the plan on any specific timeline. The plan may be modified, suspended or terminated at any time without prior notice. This share repurchase plan replaces the Company’s previous plan that was approved in April of 2017.

Exhibit 99.1

About H.B. Fuller Company:

Since 1887, H.B. Fuller has been a leading global adhesives provider focusing on perfecting adhesives, sealants and other specialty chemical products to improve products and lives. With fiscal 2021 net revenue of $3.3 billion, H.B. Fuller’s commitment to innovation and sustainable adhesive solutions brings together people, products and processes that answer and solve some of the world's biggest challenges. Our reliable, responsive service creates lasting, rewarding connections with customers in electronics, disposable hygiene, medical, transportation, aerospace, clean energy, packaging, construction, woodworking, general industries and other consumer businesses. And, our promise to our people connects them with opportunities to innovate and thrive. For more information, visit us at https://www.hbfuller.com/.

XML

Document And Entity Information	Apr. 07, 2022
Document Information [Line Items]
Entity, Registrant Name	H.B. Fuller Company
Document, Type	8-K
Document, Period End Date	Apr. 07, 2022
Entity, Incorporation, State or Country Code	MN
Entity, File Number	001-09225
Entity, Tax Identification Number	41-0268370
Entity, Address, Address Line One	1200 Willow Lake Boulevard, P.O. Box 64683
Entity, Address, City or Town	St. Paul
Entity, Address, State or Province	MN
Entity, Address, Postal Zip Code	55164-0683
City Area Code	651
Local Phone Number	236-5900
Title of 12(b) Security	Common Stock
Trading Symbol	FUL
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000039368