What changed in this filing

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Item 9A. Controls and Procedures

2023-01-24 compared with 2022-01-25 · 66 added, 81 removed, 214 unchanged (41% of the section changed)

2 unchanged sentences

As of the end of the period covered by this report, management conducted an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)).

Based on its evaluation, our management concluded that, as of November 27, 2021, our disclosure controls and procedures were effective (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) to ensure that information require to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Based on its evaluation, our management concluded that, as of December 3, 2022, our disclosure controls and procedures were effective (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) to ensure that information require to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

3 unchanged sentences

Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.  

Our management assessed the effectiveness of our internal control over financial reporting as of November 27, 2021.

Our management assessed the effectiveness of our internal control over financial reporting as of December 3, 2022.

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control –

Integrated Framework (2013 Framework) .

Based on its assessment, management concluded that, as of November 27, 2021, the Company’s internal control over financial reporting was effective.

Ernst and Young LLP, an independent registered public accounting firm, has issued an auditors’

report on our internal control over financial reporting as of November 27, 2021, which is included elsewhere in this Form 10-K.

Based on its assessment, management concluded that, as of December 3, 2022, the Company’s internal control over financial reporting was effective.

Ernst and Young LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of December 3, 2022, which is included elsewhere in this Form 10-K.

Changes in Internal Control over Financial Reporting

19 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information under the heading “Security Ownership of Certain Beneficial Owners and Management” contained in the 2022 Proxy Statement is incorporated herein by reference.

Equity Compensation Plan Information

securities remaining

securities to be

available for future

exercise price

issuance under

of outstanding

equity compensation

plans (excluding

options, warrants

securities reflected

in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Consists of outstanding stock options to acquire 

4,972,392 

shares of common stock, 358,126  

outstanding time-based restricted stock units and 

194,239 

outstanding performance-based restricted stock units granted under the Company's equity compensation plans.

Consists of the weighted average exercise price of stock options granted under the Company's equity compensation plans.

Number of shares of common stock remaining available for future issuance under the Amended and Restated H.B.

Fuller Company 2020 Master Incentive Plan.

The information under the headings “Security Ownership of Certain Beneficial Owners and Management”

and "Equity Compensation Plan Information" contained in the 2023 Proxy Statement is incorporated herein by reference.

Certain Relationships and Related Transactions and Director Independence

3 unchanged sentences

Principal Accountant Fees and Services 

The information under the heading “Fees Paid to Independent Registered Public Accounting Firms”

The information under the heading “Fees Paid to Independent Registered Public Accounting Firm”

contained in the 2023 Proxy Statement is incorporated herein by reference.

2 unchanged sentences

Consolidated Financial Statements

Consolidated Statements of Income for the fiscal years ended November 27, 2021, November 28, 2020, and November 30, 2019.

Consolidated Statements of Comprehensive Income for the fiscal years ended November 27, 2021, November 28, 2020, and November 30, 2019.

Consolidated Balance Sheets as of November 27, 2021 and November 28, 2020.

Consolidated Statements of Total Equity for the fiscal years ended November 27, 2021, November 28, 2020, and November 30, 2019.

Consolidated Statements of Cash Flows for the fiscal years ended November 27, 2021, November 28, 2020, and November 30, 2019.

Consolidated Statements of Income for the fiscal years ended December 3, 2022, November 27, 2021, and November 28, 2020.

Consolidated Statements of Comprehensive Income for the fiscal years ended December 3, 2022, November 27, 2021, and November 28, 2020.

Consolidated Balance Sheets as of December 3, 2022 and November 27, 2021.

Consolidated Statements of Total Equity for the fiscal years ended December 3, 2022, November 27, 2021, and November 28, 2020.

Consolidated Statements of Cash Flows for the fiscal years ended December 3, 2022, November 27, 2021, and November 28, 2020.

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Financial Statement Schedules

18 unchanged sentences

Amendment No.

1 to First Supplemental Indenture, dated February 14, 2017 between H.B.

1 to First Supplemental Indenture, dated February 14, 2017 between 

Fuller Company and U.S.

Bank National Association, as Trustee, relating to the 4.0000% Notes due 2027

 Exhibit 4.6 to the Current Report on Form 10-K dated January 31, 2018.

Second Supplemental Indenture, dated October 20, 2020, between H.B.

8 unchanged sentences

Exhibit 4.8 to the Annual Report on Form 10-K dated January 24, 2020.

Credit Agreement, dated October 31, 2014, by and among JP Morgan Chase Bank, N.A., as administrative agent, U.S.

Bank National Association, Citibank, N.A.

and Morgan Stanley MUFG Loan Partners, LLC, as co-syndication agents, and various financial institutions

Exhibit 1.1 to the Current Report on Form 8-K dated October 31, 2014.

Credit Agreement dated as of April 12, 2017 among (i) H.B.

Fuller Company, a Minnesota corporation, as Borrower, (ii) certain of its subsidiaries party thereto as Foreign Subsidiary Borrowers, (iii) JPMorgan Chase Bank, N.A., as Administrative Agent, (iv) U.S.

Bank National Association, Citibank, N.A., and Morgan Stanley MUFG Loan Partners, LLC, as Co-Syndication Agents, (v) Bank of America, N.A., HSBC Bank USA, National Association, and PNC Bank, National Association, as Co-Documentation Agents, and (vi) various other financial institutions party thereto as Lenders, as amended

Fuller Company, a Minnesota corporation, as Borrower, (ii) 

certain of its subsidiaries party thereto as Foreign Subsidiary Borrowers, (iii) JPMorgan Chase Bank, N.A., as Administrative Agent, (iv) U.S.

various other financial institutions party thereto as Lenders, as amended

Exhibit 10.1 to the Current Report on Form 8-K dated April 12, 2017, Exhibit 10.1 to the Current Report on Form 8-K dated September 29, 2017 , and Exhibit 10.1 to the Current Report on Form 8-K dated November 17, 2017 .

2 unchanged sentences

Exhibit 10.1 to the Current Report on Form 8-K dated October 20, 2020.

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

Exhibit 10.1 to the Current Report on Form 10-Q dated March 24, 2022.

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

Exhibit 10.2 to the Current Report on Form 10-Q dated March 24, 2022.

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

Exhibit 10.3 to the Current Report on Form 10-Q dated March 24, 2022.

Guaranty made as of April 12, 2017 by H.B.

2 unchanged sentences

Exhibit 10.2 to the Current Report on Form 8-K dated April 12, 2017.

Term Loan Credit Agreement, dated as of October 20, 2017, by and among H.B.

Fuller Company, Morgan Stanley Senior Funding, Inc., as administrative agent, and various other financial institutions party thereto as lenders, as amended

Term Loan Credit Agreement, dated as of October 

20, 2017, by and among H.B.

Fuller Company,  

Morgan Stanley Senior Funding, Inc., as administrative agent, and various other financial institutions party thereto as lenders, as amended

Exhibit 10.1 to the Current Report on Form 8-K dated October 20, 2017 and Exhibit 10.1 to the Current Report on Form 10-Q dated September 28, 2018 .

Commitment Letter, dated as of September 2, 2017, by and among H.B.

Fuller Company and Morgan Stanley Senior Funding, Inc.

Exhibit 10.1 to the Current Report on Form 8-K dated September 2, 2017.

Amended and Restated H.B.

2 unchanged sentences

Fuller Company Supplemental Executive Retirement Plan II –

2008, as amended

Exhibit 10.2 to the Current Report on Form 8-K dated December 19, 2007, Exhibit 10.5 to the Annual Report on Form 10-K for the year ended November 29, 2008 and Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended May 28, 2011.

Third Declaration of Amendment of the H.B.

Fuller Company Supplemental Executive Retirement Plan II - 2008

 2008, as amended

Exhibit 10.2 to the Current Report on Form 8-K dated December 19, 2007, Exhibit 10.5 to the Annual Report on Form 10-K for the year ended November 29, 2008 , 

Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended May 28, 2011 and Exhibit 10.9 to the Annual Report on Form 10-K for the year ended November 27, 2021 .

Fuller Company Executive Benefit Trust dated October 25, 1993 between H.B.

4 unchanged sentences

H.B .Fuller Company Key Employee Deferred Compensation Plan (2021 Restatement)  

Exhibit 10.11 to the Annual Report on Form 10-K for the year ended November 27, 2021.

Form of Change in Control Agreement between H.B.

13 unchanged sentences

Exhibit 10.1 to the Current Report on Form 8-K dated January 24, 2013.

Form of Non-Qualified Stock Option Agreement under the Amended and Restated H.B.

Fuller Company Year 2000 Stock Incentive Plan for awards made on or after January 24, 2013

Exhibit 10.1 to the Current Report on Form 8-K dated January 24, 2013.

Form of Non-Qualified Stock Option Agreement under the H.B.

10 unchanged sentences

Exhibit 10.1 to the Current Report on Form 8-K dated April 18, 2018.

Form of Restricted Stock Unit Agreement under the H.B.

Fuller Company 2018 Master Incentive Plan for awards made on or after April 12, 2018

Exhibit 10.2 to the Current Report on Form 8-K dated April 18, 2018.

Form of Restricted Stock Unit Award Agreement for the CEO under the H.B.

Fuller Company 2018 Master Incentive Plan for awards made on or after April 12, 2018

Exhibit 10.3 to the Current Report on Form 8-K dated April 18, 2018.

Form of Performance Share Award Agreement under the H.B.

Fuller Company 2018 Master Incentive Plan for awards made on or after April 12, 2018

Exhibit 10.4 to the Current Report on Form 8-K dated April 18, 2018.

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the H.B.

Fuller Company 2018 Master Incentive Plan for awards made on or after April 12, 2018

Exhibit 10.5 to the Current Report on Form 8-K dated April 18, 2018.

Form of Non-Qualified Stock Option Agreement under the H.B.

1 unchanged sentence

Exhibit 10.1 to the Current Report on Form 8-K dated January 24, 2019.

Form of Performance-Based Non-Qualified Stock Option Agreement under the H.B.

Fuller Company 2018 Master Incentive Plan for awards made on or after January 24, 2019

Exhibit 10.2 to the Current Report on Form 8-K dated January 24, 2019.

Form of Restricted Stock Unit Agreement under the H.B.

31 unchanged sentences

Exhibit 10.2 to the Current Report on Form 8-K dated January 27, 2021.

Form of Non-Qualified Stock Option Agreement under the Amended and Restated 

Fuller Company 2020 Master Incentive Plan for awards made on or after January 24, 2022

Exhibit 10.1 to the Current Report on Form 10-K dated January 24, 2022.

Form of Restricted Stock Unit Award Agreement under the Amended and Restated 

Fuller Company 2020 Master Incentive Plan for awards made on or after January 24, 2022

Exhibit 10.2 to the Current Report on Form 10-K dated January 24, 2022.

Form of Performance Share Award Agreement under the Amended and Restated  H.B.

Fuller Company 2020 Master Incentive Plan for awards made on or after January 24, 2022

Exhibit 10.3 to the Current Report on Form 10-K dated January 24, 2022.

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Amended and Restated  

Fuller Company 2020 Master Incentive Plan for awards made on or after April 7, 2022

Exhibit 10.1 to the Current Report on Form 10-Q dated June 23, 2022.

Fuller Company Defined Contribution Restoration Plan (As Amended and Restated Effective January 1, 2008), as amended

Exhibit 10.4 to the Current Report on Form 8-K dated December 19, 2007 and Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended May 31, 2008 .

Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 2, 2019, Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 1, 2019, and Exhibit 10.43 to the Annual Report on Form 10-K for the year ended November 28, 2020.

Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 2, 2019 , Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 1, 2019 , and 

Exhibit 10.43 to the Annual Report on Form 10-K for the year ended November 28, 2020 .

Fifth Amendment to the H.B.

Fuller Company Defined Contribution Restoration Plan (As Amended and Restated Effective January 1, 2008), as amended

Exhibit 10.40 to the Annual Report on Form 10-K for the year ended November 27, 2021.

Fuller Company Directors’

Deferred Compensation Plan (2008 Amendment and Restatement), as amended

Exhibit 10.22 to the Annual Report on Form 10-K for the year ended November 29, 2008 and Exhibit 10.23 to the Annual Report on Form 10-K for the year ended November 29, 2008 .

3 unchanged sentences

Exhibit 10.1 to the Current Report on Form 8-K dated January 15, 2020.

Fuller Company Management Short-Term Incentive Plan for Executive Officers

Exhibit 10.1 to the Current Report on Form 8-K dated January 15, 2020.

Fuller Company Management Long-Term Incentive Plan

Exhibit 10.8 to the Current Report on Form 8-K dated January 24, 2019.

Amended and Restated H.B.

16 unchanged sentences

Consent of Ernst & Young LLP

Consent of KPMG LLP

Power of Attorney

302 Certification –

 Celeste B.

302 Certification –

 John J.

906 Certification –

 Celeste B.

906 Certification –

 John J.

The following materials from the H.B.

Fuller Company Annual Report on Form 10-K for the fiscal year ended November 27, 2021 formatted in Inline Extensible Business Reporting Language (Inline XBRL):

Fuller Company Annual Report on Form 10-K for the fiscal year ended December 3, 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.

8 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

/s/ Celeste B.

President and Chief Executive Officer and Director

 CELESTE B.

(Principal Executive Officer)

Executive Vice President, Chief Financial Officer

 JOHN J.

(Principal Financial Officer)

1 unchanged sentence

Vice President, Controller

   ROBERT J.

(Principal Accounting Officer)

 DANIEL L.

 THOMAS W.

 MICHAEL J.

1 unchanged sentence

KIMMELSHUE 

VAN RODEN, JR.

 TERESA J.

 SRILATA A.

   * by /s/ Timothy J.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures