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 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
(three-year term) | | 43,592,182 | | 1,210,520 | | 2,224,458 | |
James J. Owens
(three-year term) | | 44,657,173 | | 145,529 | | 2,224,458 | |
Dante C. Parrini
(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.
Item 9.01. Financial Statements and Exhibits.
| | 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: April 11, 2022
| | H.B. FULLER COMPANY
By: /s/ Timothy J. Keenan Timothy J. Keenan Vice President, General Counsel and Corporate Secretary |
