8-K
Fuller H B Co (FUL)
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): November 30, 2020
H.B. Fuller Company
(Exact Name of Company as Specified in Charter)
| Minnesota | 001-09225 | 41-0268370 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>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. ☐
1
Item 5 .02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On November 30, 2020, the Board of Directors of H.B. Fuller Company (the “Company”) elected Teresa J. Rasmussen to serve as a Class III director of the Company, effective November 20, 2020, for an initial term expiring at the Company’s 2023 annual meeting of shareholders. Ms. Rasmussen will serve on the Audit Committee and the Compensation Committee of the Board of Directors.
Ms. Rasmussen was named president and chief executive officer of Thrivent Financial for Lutherans, Inc. in 2018, after serving as president of Thrivent’s core business for the prior three years. She joined the organization in 2005 as senior vice president, general counsel and secretary. Over the course of her career, Ms. Rasmussen has served in a variety of executive roles, including vice president, chief legal officer and senior lawyer with American Express as well as attorney for Northeast Securities Corporation, Oppenheimer Wolff & Donnelly LLP, and the U.S. Department of Justice.
Ms. Rasmussen serves on the board of Thrivent Financial for Lutherans, Inc.
Also on November 30, 2020, the Board of Directors of the Company elected Michael J. Happe to serve as a Class II director of the Company, effective January 20, 2021, for an initial term expiring at the Company’s 2022 annual meeting of shareholders. Mr. Happe will serve on the Audit Committee and the Compensation Committee of the Board of Directors.
Mr. Happe was named president and chief executive officer of Winnebago Industries, Inc. in 2016, where he is driving the company’s overall vision and strategic direction. Prior to joining Winnebago, Mr. Happe served as executive officer and group vice president at The Toro Company. During his 19 years at Toro, he held a series of senior leadership positions across a variety of domestic and international businesses.
Mr. Happe serves on the board of Winnebago Industries, Inc.
Consistent with the current director compensation program described in our 2020 Proxy Statement, for service as a director of the Company, Ms. Rasmussen and Mr. Happe and will each receive an annual cash retainer of $90,000, pro-rated for Ms. Rasmussen’s time of service on the Board of Directors during 2020, and each will receive an initial grant of 1,300 shares of restricted stock units of the Company.
Other than as described herein, there are no arrangements or understandings between Ms. Rasmussen or Mr. Happe and any other persons pursuant to which Ms. Rasmussen and Mr. Happe were selected as directors of the Company. The Board of Directors has considered customer-supplier transactions between the Company and Thrivent Financial for Lutherans, Inc. and the Company and Winnebago Industries, Inc. and has determined that Ms. Rasmussen and Mr. Happe have no direct or indirect material interest in the transactions. A copy of the press release that discussed Ms. Rasmussen’s and Mr. Happe’s elections to the Board is filed as Exhibit 99.1 to, and incorporated by reference in, this report.
This expands the number of directors of the Company to eleven (11), ten of whom are independent.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated November 30, 2020, issued by H.B. Fuller Company
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
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: December 1, 2020
| H.B. FULLER COMPANY | |
|---|---|
| By: | /s/ Timothy J. Keenan |
| Timothy J. Keenan | |
| Vice President, General Counsel | |
| and Corporate Secretary |
3
ex_216026.htm
Exhibit 99.1
 <br><br> <br>Corporate Headquarters<br><br> <br>1200 Willow Lake Boulevard<br><br> <br>St. Paul, Minnesota 55110-5101 |
Kimberlee Sinclair<br><br> <br>Corporate Communications<br><br> <br>+1 651 236 5823<br><br> <br>kimberlee.sinclair@hbfuller.com<br><br> <br><br><br> <br>Barbara Doyle<br><br> <br>Investor Relations<br><br> <br>+1 651 236 5023<br><br> <br>barbara.doyle@hbfuller.com |
|---|---|
| NEWS **** | November 30, 2020 |
H.B. Fuller Elects Teresa Rasmussen and Michael Happe to Board of Directors
Two exceptional leaders to support H.B. Fuller’s profitable growth strategy
ST. PAUL, Minn. – H.B. Fuller Company (NYSE: FUL) today announced that it has elected Michael Happe and Teresa (Terry) Rasmussen as independent members to its board of directors. Ms. Rasmussen’s appointment is effective today, November 30, 2020, while Mr. Happe’s appointment will be effective January 20, 2021. The election of these two new directors expands the board to 11 directors, 10 of whom are independent. Both have been appointed to serve on the Audit and Compensation Committees of the board.
“I am pleased to welcome Terry and Mike to the H.B. Fuller board of directors,” said Lee Mitau, chairman, H.B. Fuller board of directors. “They each bring unique strengths to our board and will contribute greatly to our ongoing strategic growth initiatives. Both have deep understanding of how to address changing market trends, build and sustain strong organizational cultures, and deliver quality and service commitments to customers and clients.”
Terry Rasmussen, President and CEO, Thrivent
Rasmussen was named president and chief executive officer of Thrivent in 2018, after serving as president of Thrivent’s core business for the prior three years. She joined the organization in 2005 as senior vice president, general counsel and secretary. Over the course of her career, Rasmussen has served in a variety of executive roles, including vice president, chief legal officer and senior lawyer with American Express as well as attorney for Northeast Securities Corporation, Oppenheimer Wolff & Donnelly LLP, and the U.S. Department of Justice.
“Terry is a strong leader with a growth mindset and keen understanding of how to seize market and consumer trends to drive organizational transformation,” said Jim Owens, H.B. Fuller president and chief executive officer. “In addition to her world-class leadership and business acumen, with her background as a CPA and attorney, she will bring to H.B. Fuller the same accountability and clarity of purpose with which she leads Thrivent.”
-more-
H.B. Fuller Elects Teresa Rasmussen and Michael Happe to Board of Directors, cont.
“H.B. Fuller is an excellent example of strategic, market-driven growth sustained by a clear vision and accountable leadership,” said Rasmussen. “I am pleased to share my experience with organizational transformation as a means to propel growth and enable the company to deliver on its vision and financial commitments.”
Rasmussen serves on the boards of Thrivent, the American Council of Life Insurers, and the Walker Art Center. She holds a JD from the University of North Dakota and a BS in Accounting from the University of Minnesota at Moorhead.
Michael Happe, President and CEO, Winnebago Industries
Happe was named president and chief executive officer of Winnebago Industries in 2016, where he is driving the company’s overall vision and strategic direction. Prior to joining Winnebago, Happe served as executive officer and group vice president at The Toro Company. During his 19 years at Toro, he held a series of senior leadership positions across a variety of domestic and international businesses.
“Mike continues to build on the strong Winnebago culture of caring deeply for its employees and customers,” said Jim Owens, H.B. Fuller president and chief executive officer. “His leadership focuses on the people who drive the company’s success and strategic focus on growth opportunities, which is making a big difference in the growth and profit performance of the company. We are thrilled to leverage his strategic vision to further enhance H.B. Fuller’s long tradition of empowering our employees to innovate and win with customers.”
“Once a family owned and operated business, H.B. Fuller is now a global powerhouse in the adhesives industry,” said Happe. “The strength of its growth strategy lies in its foundational focus on “winning the right way.” I am looking forward to sharing my experience in global sales growth to help the company achieve its goals.”
Happe serves on the Winnebago Industries board of directors, and he is active in several community, academic, and industry initiatives and boards, including the Carlson School of Management Board of Overseers. He earned his MBA from the University of Minnesota, Carlson School of Management, and a BS in Journalism from the University of Kansas.
H.B. Fuller Elects Teresa Rasmussen and Michael Happe to Board of Directors, cont.
About H.B. Fuller:
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 2019 net revenue of approximately $3 billion, H.B. Fuller’s commitment to innovation 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, health and beauty, 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 hbfuller.com.