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): October 15, 2024
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 October 15, 2024, Lee R. Mitau, Chair of the Board of Directors (the “Board”) of H.B. Fuller Company (the “Company”), notified the Company of his retirement as Chair, effective January 21, 2025, and as a member of the Board, effective January 23, 2025. Mr. Mitau’s retirement as a director of the Company is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company thanks Mr. Mitau for his dedication, commitment, and extraordinary service and wishes him continued success in all his future endeavors.
Item 7.01. Regulation FD Disclosure.
On October 21, 2024, the Company issued a press release that discusses Mr. Mitau’s retirement and related matters. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
The information in Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
In light of Mr. Mitau’s retirement, the Board appointed Teresa J. Rasmussen as Chair of the Board, effective January 22, 2025.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 |
| 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: October 21, 2024
H.B. FULLER COMPANY By: /s/ Gregory O. Ogunsanya Gregory O. Ogunsanya Senior Vice President, General Counsel and Corporate Secretary |
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