Fuller H B Co 8-K, filed Apr 13, 2021
Fuller H B Co (FUL)
8-K
2021-04-13
For: 2021-04-08
View Original
Added on
April 12, 2026
About this 8-K
Fuller H B Co filed this 8-K on April 13, 2021, reporting on events of April 8, 2021.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): April 8, 2021
(Exact Name of Company as Specified in Charter)
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Company’s telephone number, including area code: (651 ) 236-5900
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(Former name or former address, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 8, 2021, H.B. Fuller Company (the “Company”) held its 2021 Annual Meeting of Shareholders (“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, the ratification of the appointment of Ernst & Young LLP as H.B. Fuller’s independent registered public accounting firm for the fiscal year ending November 27, 2021 and the approval of the amendment and restatement of the H.B. Fuller Company 2020 Master Incentive Plan to increase shares and adopt certain other amendments. As of the record date, there was a total of 52,091,995 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 49,120,982 shares of Common Stock were represented in person or by proxy, therefore a quorum was present.
The voting results for the election of three directors were as follows:
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For
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Withheld
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Broker Non-Votes
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Thomas W. Handley
(three-year term) |
45,691,372
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1,414,726
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2,014,884
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Maria Teresa Hilado
(three-year term) |
45,463,605
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1,642,493
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2,014,884
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Ruth S. Kimmelshue
(three-year term) |
46,014,727
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1,091,371
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2,014,884
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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 2021 proxy statement were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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43,887,565
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3,096,624
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121,909
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2,014,884
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Votes regarding ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending November 27, 2021, were as follows:
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For
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Against
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Abstain
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48,487,900
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591,790
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41,292
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The voting results on the approval of the amendment and restatement of the H.B. Fuller Company 2020 Master Incentive Plan to increase shares and adopt certain other amendments were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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43,295,794
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3,709,278
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101,026
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2,014,884
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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 13, 2021
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H.B. FULLER COMPANY
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By:
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/s/ Timothy J. Keenan
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Timothy J. Keenan
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Vice President, General Counsel
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