ful20220925

ful20220925_8k.htm

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): September 26, 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On September 26, 2022, H.B. Fuller Company (the “Company”) announced a succession plan by which James J. Owens will retire from both the Board of Directors of the Company and the position of President and Chief Executive Officer of the Company, effective December 3, 2022. Mr. Owens will remain with the Company in a non-executive capacity through December 31, 2022 to assist with the CEO transition.

(c) The Company also announced that Celeste B. Mastin has been appointed President and Chief Executive Officer of the Company, effective December 4, 2022. Ms. Mastin has also been elected to the Board of Directors of the Company, effective December 4, 2022. Ms. Mastin, age 54, has served as Executive Vice President and Chief Operating Officer of the Company since March 7, 2022. Previously, Ms. Mastin served as CEO of PetroChoice Lubrication Solutions (2018-2022), one of the largest distributors of petroleum lubrication solutions in the United States. Prior to that, she held CEO roles at Distribution International, Inc., (2013 to 2017), a leading fabricator and distributor of insulation and related supplies, and MMI Products, Inc. (steel-based construction accessories), a Division of Oldcastle, and she served in executive leadership roles at Ferro Corporation (functional coatings and color solutions) and Bostik Adhesives (adhesives), now owned by Arkema. Mastin began her career at Shell Chemical Co. She currently serves on the board of directors of Granite Construction, Inc. (NYSE: GVA). As President and Chief Executive Officer of the Company, Ms. Mastin will receive an annual base salary of $950,000. Also, she will be entitled to receive a target incentive opportunity of 120% of her base salary with a maximum incentive opportunity of up to 240% of her base salary under the Company’s short-term incentive plan. Ms. Mastin will also receive stock-based incentive awards under the Company’s long-term incentive plan consisting of non-qualified stock options, performance-based restricted stock units and time-based restricted stock units with a total annual value of 375% of her base salary, or $3,562,500. Ms. Mastin will enter into the Company’s standard form of CEO Severance Agreement and will continue to be covered by the Change-in-Control Agreement she entered into at the time of her appointment as Executive Vice President and Chief Operating Officer of the Company. As an executive director of the Company, Ms. Mastin will not receive any separate compensation for serving as a director of the Company.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

99.1

Press Release, dated September 26, 2022, issued by H.B. Fuller Company

104

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

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: September 26, 2022

		H.B. FULLER COMPANY



	By:	/s/ Timothy J. Keenan
		Timothy J. Keenan
		Vice President, General Counsel
		and Corporate Secretary

Worldwide Headquarters

1200 Willow Lake Boulevard

St. Paul, Minnesota 55110-5101

Exhibit 99.1
Steven Brazones

Investor Relations Contact

651-236-5060

NEWS

September 26, 2022

Celeste Mastin Appointed H.B. Fuller President and CEO, Succeeding Jim Owens Upon His Retirement

Appointment Effective December 4, 2022

Transition Culminates a Multi-Year Succession Planning Process

ST. PAUL, Minn. – H.B. Fuller Company (NYSE: FUL) announced today that Celeste Mastin, Executive Vice President and Chief Operating Officer, will succeed Jim Owens as H.B. Fuller’s President and Chief Executive Officer, effective December 4, 2022. Upon assuming the role, Mastin will also join the Company's Board of Directors, replacing Owens, who will be retiring.

“It has been a privilege to serve as CEO of H.B. Fuller, and I am very proud of all that we have accomplished as a team over the last 12 years,” said Jim Owens, President and CEO. “With a proven value-creation strategy, experienced leadership team in place, and positive momentum, this is the opportune time to transition the Company’s leadership.”

Owens added, “Celeste is an outstanding leader and ideal fit with H.B. Fuller’s entrepreneurial, customer-focused, global culture. She brings strategic insights, continuity of leadership, and a strong record of delivering exceptional results. I am confident the Company will excel and reach new levels of financial and operational performance under her leadership.”

“I would like to thank Jim and the Board for the opportunity to lead this fantastic company and the many exceptional team members who work for H.B. Fuller,” said Mastin. “H.B. Fuller has a rich history of innovating to create unique products to meet our customers’ most-challenging needs and has become the world’s leading pure-play adhesives company. We have a winning strategy, tremendous talent and leadership, and the entrepreneurial culture that will continue this legacy. I believe strongly in our strategy and vision and I will remain focused on expanding on these strengths to accelerate organic growth and enhance the Company’s margin profile to achieve our strategic goals and reach our full potential.”

“On behalf of the entire Board, I would like to thank Jim Owens for his strong and tireless leadership of H.B. Fuller for the past 12 years and congratulate him on his retirement,” said Lee Mitau, Chairman of the Board. “Under Jim’s leadership, the Company has tripled in both revenue and market value as the Company shifted its portfolio towards more highly specified, higher growth market segments, such as electronics, solar, and electric vehicles. There is no question the Company will continue to benefit from Jim’s indelible contributions as CEO. We wish him and his family well in the years ahead.”

Mitau continued, “The Board has full confidence that Celeste is the right leader to continue to advance our strategy and keep moving H.B. Fuller forward. Celeste was hired into the COO role based on her wealth of experience leading complex, global businesses, and her qualifications and abilities to assume the role of CEO. Her appointment culminates a multi-year process to identify the best candidate to succeed Jim. We look forward to welcoming Celeste onto the Board and working with her to continue to execute the Company’s proven strategy and further accelerate shareholder value creation.”

About Celeste Mastin:

Celeste Mastin currently serves as Executive Vice President and Chief Operating Officer of H.B. Fuller. She has more than 30 years’ experience in manufacturing and distribution with a successful track record of guiding companies’ growth through innovation, service improvement, global expansion, and acquisition.

Prior to joining H.B. Fuller, Mastin served as CEO of PetroChoice Lubrication Solutions, one of the largest distributors of petroleum lubrication solutions in the United States. Prior to that, she held CEO roles at Distribution International, Inc. and MMI Products, Inc. (a division of Oldcastle), and she served in senior leadership roles at Ferro Corporation and Bostik Adhesives, now owned by Arkema. Mastin began her career at Shell Chemical Co. She currently serves on the board of directors of Granite Construction, Inc. (NYSE: GVA).

Mastin earned her MBA from the University of Houston and her BS in Chemical Engineering from Washington State University.

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.