Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
Issuer Purchases of Equity Securities
 
Information on our purchases of equity securities during the first quarter ended February 26, 2022 is as follows:
 
 
 
 
 
 
 
 
 
 
 
(d)
 
 
 
 
 
 
 
 
 
 
 
Maximum
 
 
 
 
 
 
 
 
 
 
 
Approximate Dollar
 
 
 
(a)
 
 
 
 
 
 
Value of Shares that
 
 
 
Total
 
 
(b)
 
 
may yet be
 
 
 
Number of
 
 
Average
 
 
Purchased Under the
 
 
 
Shares
 
 
Price Paid
 
 
Plan or Program
 
Period
 
Purchased1
 
 
per Share
 
 
(millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
November 28, 2021 - December 1, 2021
 
 
-
 
 
$
-
 
 
$
187,170
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 2, 2021 - January 29, 2022
 
 
47,067
 
 
$
56.87
 
 
$
187,170
 
 
 
 
 
 
 
 
 
 
 
 
 
 
January 30, 2022 - February 26, 2022
 
 
2,262
 
 
$
71.88
 
 
$
187,170
 
 
1 The total number of shares purchased are shares withheld to satisfy the employees’ withholding taxes upon vesting of restricted stock.
 
Repurchases of common stock are made to support our stock-based employee compensation plans and for other corporate purposes. Upon vesting of restricted stock awarded to employees, shares are withheld to cover the employees’ minimum withholding taxes.
 
On April 6, 2017, the Board of Directors authorized a new share repurchase program of up to $200.0 million of our outstanding common shares. Under the program, we are authorized to 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. The timing of such repurchases is dependent on price, market conditions and applicable regulatory requirements. Upon repurchase of the shares, we reduce our common stock for the par value of the shares with the excess being applied against additional paid-in capital. This authorization replaces the September 30, 2010 authorization to repurchase shares.
 
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Table of Contents
 
Item 6. Exhibits
 
 
10.1
Increasing Lender Supplement, dated January 24, 2022, to the Amended and Restated Credit Agreement dated October 20, 2020, among H.B. Fuller Company, JP Morgan Chase Bank, N.A., as administrative agent, and the lenders party thereto
 
10.2
Amendment No. 1, dated as of February 28, 2022, to the Amended and Restated Credit Agreement dated October 20, 2020, between H.B. Fuller Company and JP Morgan Chase Bank, N.A., as administrative agent
 
10.3
Increasing Lender Supplement, dated March 4, 2022, to the Amended and Restated Credit Agreement dated October 20, 2020, among H.B. Fuller Company, JP Morgan Chase Bank, N.A., as administrative agent, and the lenders party thereto
 
31.1
Form of 302 Certification – James J. Owens
 
31.2
Form of 302 Certification – John J. Corkrean
 
32.1
Form of 906 Certification – James J. Owens
 
32.2
Form of 906 Certification – John J. Corkrean
 
101
The following materials from the H.B. Fuller Company Quarterly Report on Form 10-Q for the quarter ended February 26, 2022 formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Total Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
 
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
 
37
Table of Contents
 
SIGNATURES
 
 
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 thereunto duly authorized.
 
 
H.B. Fuller Company
 
 
 
 
 
 
 
 
Dated: March 24, 2022
 
/s/ John J. Corkrean
 
 
 
John J. Corkrean
 
 
 
Executive Vice President,
 
 
 
Chief Financial Officer
 
 
38
Table of Contents
 
Exhibit Index
 
Exhibits
 
 
10.1
Increasing Lender Supplement, dated January 24, 2022, to the Amended and Restated Credit Agreement dated October 20, 2020, among H.B. Fuller Company, JP Morgan Chase Bank, N.A., as administrative agent, and the lenders party thereto
 
10.2
Amendment No. 1, dated as of February 28, 2022, to the Amended and Restated Credit Agreement dated October 20, 2020, between H.B. Fuller Company and JP Morgan Chase Bank, N.A., as administrative agent
 
10.3
Increasing Lender Supplement, dated March 4, 2022, to the Amended and Restated Credit Agreement dated October 20, 2020, among H.B. Fuller Company, JP Morgan Chase Bank, N.A., as administrative agent, and the lenders party thereto
 
31.1
Form of 302 Certification – James J. Owens
 
31.2
Form of 302 Certification – John J. Corkrean
 
32.1
Form of 906 Certification – James J. Owens
 
32.2
Form of 906 Certification – John J. Corkrean
 
101
The following materials from the H.B. Fuller Company Quarterly Report on Form 10-Q for the quarter ended February 26, 2022 formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Total Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
 
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
 
39
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.