8-K
Fuller H B Co (FUL)
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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<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. ☐
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<br> (three-year term) | 43,592,182 | 1,210,520 | 2,224,458 |
| James J. Owens<br> (three-year term) | 44,657,173 | 145,529 | 2,224,458 |
| Dante C. Parrini<br> (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<br> <br> <br> <br> By: /s/ Timothy J. Keenan<br><br> <br>Timothy J. Keenan<br><br> <br>Vice President, General Counsel<br><br> <br>and Corporate Secretary |
|---|
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ex_356100.htm
Exhibit 99.1
 <br> Worldwide Headquarters<br><br> <br>1200 Willow Lake Boulevard<br><br> <br>St. Paul, Minnesota 55110-5101 |
Barbara Doyle<br><br> <br>Investor Relations<br><br> <br>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/.