What changed in this filing

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Item 9A. Controls and Procedures

2024-01-24 compared with 2023-01-24 · 112 added, 78 removed, 202 unchanged (48% of the section changed)

16 unchanged sentences

Other Information

10b5 - 1  Plan Adoptions and Modifications

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

18 unchanged sentences

and "Equity Compensation Plan Information" contained in the 2024 Proxy Statement is incorporated herein by reference.

Equity Compensation Plan Information 

Number of securities

remaining available for

Number of securities

Weighted-average

future issuance under

to be issued upon

exercise price

equity compensation

exercise of outstanding

of outstanding

plans (excluding

options, warrants

securities reflected

in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

1 Consists of outstanding stock options to acquire 4,941,885 shares of common stock, 283,714 outstanding time-based restricted stock units and 244,976 outstanding performance-based restricted stock units granted under the Company's equity compensation plans. 

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

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

Fuller Company 2020 Master Incentive Plan.

Certain Relationships and Related Transactions and Director Independence

8 unchanged sentences

Consolidated Financial Statements

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.

Consolidated Statements of Income for the fiscal years ended December 2, 2023, December 3, 2022, and November 27, 2021.

Consolidated Statements of Comprehensive Income for the fiscal years ended December 2, 2023, December 3, 2022, and November 27, 2021.

Consolidated Balance Sheets as of December 2, 2023 and December 3, 2022.

Consolidated Statements of Total Equity for the fiscal years ended December 2, 2023, December 3, 2022, and November 27, 2021.

Consolidated Statements of Cash Flows for the fiscal years ended December 2, 2023, December 3, 2022, and November 27, 2021.

Notes to Consolidated Financial Statements

5 unchanged sentences

Fuller Company, as amended

Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended September 2, 2006 and Exhibit 3.1 to the Current Report on Form 8-K dated October 12, 2016.

Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended September 2, 2006.

By-Laws of H.B.

1 unchanged sentence

Exhibit 3.1 to the Current Report on Form 8-K dated December 2, 2015.

Statement of Cancellation, dated October 13, 2016

Exhibit 3.1 to the Current Report on Form 8-K dated October 12, 2016.

Form of Certificate for common stock, par value $1.00 per share

Exhibit 4.1 to the Annual Report on Form 10-K, as amended, for the year ended November 28, 2009.

Exhibit 4.1 to the Current Report on Form 10-Q dated March 30, 2023.

Indenture, dated February 14, 2017, between H.B.

21 unchanged sentences

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

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

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 .

Amended and Restated Credit Agreement, dated October 20, 2020, among H.B.

Second Amended and Restated Credit Agreement, dated February 15, 2023, among H.B.

Fuller Company and JPMorgan Chase Bank, N.A., as administrative agent and the various other parties named thereto.

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.

Exhibit 10.1 to the Current Report on Form 8-K dated February 21, 2023.

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.

Fuller Construction Products Inc., a Minnesota corporation as Initial Guarantor, in favor of J.P.

Morgan Chase Bank, N.A., as Administrative Agent

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

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 .

1, dated as of August 16, 2023, to the Second Amended and Restated Credit Agreement, dated February 15, 2023, among H.B.

Fuller Company and JPMorgan Chase Bank, N.A., as administrative agent and the various other parties named thereto.

Exhibit 10.1 to the Current Report on Form 10-Q dated September 28, 2023.

Amended and Restated H.B.

1 unchanged sentence

Exhibit 10.1 to the Current Report on Form 8-K dated April 5, 2006.

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 , 

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 Supplemental Executive Retirement Plan II – 2008

Exhibit 10.2 to the Current Report on Form 8-K dated December 19, 2007.

First Declaration of Amendment dated December 15, 2008 to the H.B.

Fuller Company Supplemental Executive Retirement Plan II - 2008

Exhibit 10.5 to the Annual Report on Form 10-K for the year ended November 29, 2008.

Second Declaration of Amendment dated May 31, 2011 to the H.B.

Fuller Company Supplemental Executive Retirement Plan II - 2008

Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended May 28, 2011.

Third Declaration of Amendment dated September 30, 2021 to the H.B.

Fuller Company Supplemental Executive Retirement Plan II - 2008

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.

2 unchanged sentences

Fuller Company Supplemental Executive Retirement Plan

Exhibit 10(k) to the Annual Report on Form 10-K for the year ended November 29, 1997, Exhibit 10(k) to the Annual Report on Form 10-K405 for the year ended November 28, 1998 , Exhibit 10.3 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 30, 2009 .

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

Exhibit 10(k) to the Annual Report on Form 10-K for the year ended November 29, 1997.

Amendments to H.B.

Fuller Company Executive Benefit Trust, dated October 1, 1997 and March 2, 1998, between H.B.

Fuller Company and First Trust National Association, as Trustee, relating to the H.B.

Fuller Company Supplemental Executive Retirement Plan

Exhibit 10(k) to the Annual Report on Form 10-K405 for the year ended November 28, 1998,

Amendment to the H.B.

Fuller Company Executive Benefit Trust dated December 19, 2007

Exhibit 10.3 to the Current Report on Form 8-K dated December 19, 2007.

Amendment to the H.B.

Fuller Company Executive Benefit Trust dated March 31, 2009

Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended May 30, 2009.

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.

8 unchanged sentences

Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended May 31, 2008.

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 26, 2012

Exhibit 10.1 to the Current Report on Form 8-K dated January 26, 2012

Form of Severance Agreement between H.B.

Fuller Company and each of its executive officers hired on or after October 2023

Filed herewith.

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

16 unchanged sentences

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

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

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

Exhibit 10.3 to the Current Report on Form 8-K dated January 24, 2019.

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

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

Exhibit 10.4 to the Current Report on Form 8-K dated January 24, 2019.

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

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

Exhibit 10.5 to the Current Report on Form 8-K dated January 24, 2019.

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 January 24, 2019

Exhibit 10.6 to the Current Report on Form 8-K dated January 24, 2019.

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

19 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 

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

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

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

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

Form of Restricted Stock Unit 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 10.2 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.

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  

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

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 

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

Fuller Company 2020 Master Incentive Plan for awards made on or after April 6, 2023

Exhibit 10.2 to the Current Report on Form 10-Q dated June 29, 2023.

Form of Restricted Stock Unit Award Agreement under the Second Amended and Restated H.B.

Fuller Company 2020 Master Incentive Plan for awards made on or after April 6, 2023

Exhibit 10.3 to the Current Report on Form 10-Q dated June 29, 2023.

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

Fuller Company 2020 Master Incentive Plan for awards made on or after April 6, 2023

Exhibit 10.4 to the Current Report on Form 10-Q dated June 29, 2023.

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

Fuller Company 2020 Master Incentive Plan for awards made on or after April 6, 2023

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)

Exhibit 10.4 to the Current Report on Form 8-K dated December 19, 2007.

First Amendment of the H.B.

Fuller Company Defined Contribution Restoration Plan (2008 Amendment and Restatement)

Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended May 31, 2008.

Second Amendment of the H.B.

Fuller Company Defined Contribution Restoration Plan (2008 Amendment and Restatement)

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

Third Amendment of the H.B.

Fuller Company Defined Contribution Restoration Plan

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

Fourth Amendment of the H.B.

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

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

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

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 )

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

First Amendment of H.B.

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 .

Deferred Compensation Plan (2008 Amendment and Restatement )

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

Fuller Company 2009 Director Stock Incentive Plan

1 unchanged sentence

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.

Amended and Restated H.B.

Fuller Company Annual and Long-Term Incentive Plan

Exhibit 10.1 to the Current Report on Form 8-K dated April 3, 2008

Filed herewith.

Fuller Company 2013 Master Incentive Plan

11 unchanged sentences

Fuller Company Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 24, 2021.

Second Amended and Restated H.B.

Fuller Company 2020 Master Incentive Plan

Annex B to the H.B.

Fuller Company Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 22, 2023.

List of Subsidiaries

1 unchanged sentence

Power of Attorney

302 Certification –

 Celeste B.

302 Certification –

 John J.

906 Certification –

 Celeste B.

906 Certification –

 John J.

302 Certification – Celeste B.

302 Certification – John J.

906 Certification – Celeste B.

906 Certification – John J.

Executive and Key Manager Compensation Recovery Policy

Filed herewith.

The following materials from the H.B.

29 unchanged sentences

 SRILATA A.

   * by /s/ Timothy J.

KEENAN, Attorney in Fact

   * by /s/ Gregory O.

OGUNSANYA, Attorney in Fact

January 24, 2024

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