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 2, 2020
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.
(e) On April 2, 2020 at the 2020 Annual Meeting of Shareholders of H.B. Fuller Company (the “Company”), the shareholders of the Company approved the H.B. Fuller Company 2020 Master Incentive Plan. Effective the same day, the Compensation Committee of the Board of Directors of the Company approved the forms of Non-Qualified Stock Option Agreement, Restricted Stock Unit Award Agreement, Restricted Stock Unit Award Agreement for the CEO, Performance Share Award Agreement, and Restricted Stock Unit Award Agreement for Non-Employee Directors attached to this Report as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 respectively.
The Non-Qualified Stock Option Agreement and the Restricted Stock Unit Award Agreement forms provide for multi-year or cliff vesting of options and restricted stock units respectively. The Restricted Stock Unit Award Agreement for the CEO allows for vesting of restricted stock units in equal installments over a multi-year period only if one or more performance criteria are met at a threshold or higher level. The Performance Share Award Agreement provides for multi-year or cliff vesting of restricted stock units in the event that performance criteria are met at least at a threshold level. The number of restricted stock units that vest may increase from the threshold level if higher levels of performance are achieved for specified performance periods. The Restricted Stock Unit Award Agreement for Non-Employee Directors provides for a vesting of restricted stock units on the earlier of a date certain or the date a director reaches the mandatory retirement age. The foregoing description is qualified in its entirety by reference to the forms of the Agreements, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 respectively to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 2, 2020, H.B. Fuller Company (the “Company”) held its 2020 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 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 28, 2020 and the approval of the H.B. Fuller Company 2020 Master Incentive Plan. As of the record date, there was a total of 51,391,343 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 48,306,474 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:
| | | For | | Withheld | | Broker Non-Votes | |
Daniel L. Florness
(three-year term) | | 44,853,311 | | 1,191,007 | | 2,262,156 | |
Lee R. Mitau
(three-year term) | | 43,905,381 | | 2,138,937 | | 2,262,156 | |
R. William Van Sant
(one-year term) | | 43,634,133 | | 2,410,185 | | 2,262,156 | |
The voting results on a non-binding advisory vote to approve the compensation of the Company’s named executive officers disclosed in the Company’s 2020 proxy statement were as follows:
For | | Against | | Abstain | | Broker Non-Votes | |
| 37,120,694 | | 8,800,191 | | 123,433 | | 2,262,156 | |
Votes regarding ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending November 28, 2020, were as follows:
For | | Against | | Abstain | |
| 48,020,659 | | 245,632 | | 40,183 | |
The voting results on the approval of the H.B. Fuller Company 2020 Master Incentive Plan were as follows:
For | | Against | | Abstain | | Broker Non-Votes | |
| 43,276,374 | | 2,646,544 | | 121,400 | | 2,262,156 | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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 7, 2020
| | H.B. FULLER COMPANY
By: /s/ Timothy J. Keenan Timothy J. Keenan Vice President, General Counsel and Corporate Secretary |
4
