FULLER H B CO 10-K

Item 9A. Controls and Procedures   Disclosure Controls and Procedures   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 December 2, 2023, 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   Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 December 2, 2023. 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 December 2, 2023, 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 2, 2023, which is included elsewhere in this Form 10-K.   Changes in Internal Control over Financial Reporting   There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during our most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.     Item 9B. Other Information   Rule  10b5 - 1  Plan Adoptions and Modifications   None.   93 Table of Contents   Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.   None.   PART III   Item 10. Directors, Executive Officers and Corporate Governance   The information under the headings “Proposal 1 - Election of Directors”, “Delinquent Section 16(a) Reports” and “Corporate Governance - Audit Committee” contained in the company's Proxy Statement for the Annual Meeting of Shareholders to be held on April 11, 2024 (the “2024 Proxy Statement”) is incorporated herein by reference.   The information contained at the end of Item 1. hereof under the heading “Information About Our Executive Officers” is incorporated herein by reference.   Since the date of our 2023 Proxy Statement, there have been no material changes to the procedures by which shareholders may recommend nominees to our Board of Directors.   The company has a code of business conduct applicable to all of its directors and employees, including its principal executive officer, principal financial officer, principal accounting officer, controller and other employees performing similar functions. A copy of the code of business conduct is available under the Investor Relations section of the company’s website at www.hbfuller.com . The company intends to disclose on its website information with respect to any amendment to or waiver from a provision of its code of business conduct that applies to its principal executive officer, principal financial officer, principal accounting officer, controller and other employees performing similar functions within four business days following the date of such amendment or waiver.   Item 11. Executive Compensation   The information under the headings “Executive Compensation,” “Director Compensation” and “CEO Pay Ratio Disclosure” contained in the 2024 Proxy Statement is incorporated herein by reference.   Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   The information under the headings “Security Ownership of Certain Beneficial Owners and Management” and "Equity Compensation Plan Information" contained in the 2024 Proxy Statement is incorporated herein by reference.   94 Table of Contents   Equity Compensation Plan Information                        (c)                       Number of securities       (a)     (b)     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     options, warrants     securities reflected   Period   and rights     and rights     in column (a))   Equity compensation plans approved by security holders     5,470,575 1   $ 53.27 2     3,413,652 3 Equity compensation plans not approved by security holders     -       N/A       -   Total     5,470,575     $ 47.77       3,413,652     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.   Item 13. Certain Relationships and Related Transactions and Director Independence   The information under the headings “Certain Relationships and Related Transactions” and “Corporate Governance - Director Independence” contained in the 2024 Proxy Statement is incorporated herein by reference.   Item 14. Principal Accountant Fees and Services    The information under the heading “Fees Paid to Independent Registered Public Accounting Firm” contained in the 2024 Proxy Statement is incorporated herein by reference.   95 Table of Contents   PART IV   Item 15. Exhibits and Financial Statement Schedules   (a) Documents filed as part of this report:     1. Consolidated Financial Statements           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           Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )     2. Financial Statement Schedules           All financial statement schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.   96 Table of Contents     3. Exhibits     Item   Incorporation   by Reference           3.1   Restated Articles of Incorporation of H.B. Fuller Company, as amended   Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended September 2, 2006.           3.2   By-Laws of H.B. Fuller Company   Exhibit 3.1 to the Current Report on Form 8-K dated December 2, 2015.           3.3   Statement of Cancellation, dated October 13, 2016   Exhibit 3.1 to the Current Report on Form 8-K dated October 12, 2016.           4.1   Form of Certificate for common stock, par value $1.00 per share   Exhibit 4.1 to the Current Report on Form 10-Q dated March 30, 2023.           4.2   Indenture, dated February 14, 2017, between H.B. Fuller Company and U.S. Bank National Association, as Trustee   Exhibit 4.1 to the Current Report on Form 8-K dated February 9, 2017.           4.3   First Supplemental Indenture, dated February 14, 2017, between H.B. Fuller Company and U.S. Bank National Association, as Trustee, relating to the 4.0000% Notes due 2027   Exhibit 4.2 to the Current Report on Form 8-K dated February 9, 2017.           4.4   Amendment No. 1 to First Supplemental Indenture, dated February 14, 2017 between  H.B. 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.           4.5   Second Supplemental Indenture, dated October 20, 2020, between H.B. Fuller Company and U.S. Bank National Association, as Trustee, relating to the 4.250% Notes due 2028   Exhibit 4.1 to the Current Report on Form 8-K dated October 20, 2020.           4.6   Form of Global Note representing the 4.000% Notes due 2027 (included in Exhibit 4.3)   Exhibit 4.2 to the Current Report on Form 8-K dated February 9, 2017.           4.7   Form of Global Note representing the 4.250% Notes due 2028 (included in Exhibit 4.5)   Exhibit 4.1 to the Current Report on Form 8-K dated October 20, 2020.           4.8   Description of Securities   Exhibit 4.8 to the Annual Report on Form 10-K dated January 24, 2020.           10.1   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 February 21, 2023.           10.2   Amendment No. 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.           10.3   Amended and Restated H.B. Fuller Company Year 2000 Stock Incentive Plan   Exhibit 10.1 to the Current Report on Form 8-K dated April 5, 2006.           10.4   H.B. Fuller Company Supplemental Executive Retirement Plan II – 2008   Exhibit 10.2 to the Current Report on Form 8-K dated December 19, 2007.           10.5   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.   97 Table of Contents   10.6   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.   10.7   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.           *10.8   H.B. Fuller Company Executive Benefit Trust dated October 25, 1993 between H.B. Fuller Company and U.S. Bank, National Association, as Trustee, as amended, relating to the H.B. Fuller Company Supplemental Executive Retirement Plan   Exhibit 10(k) to the Annual Report on Form 10-K for the year ended November 29, 1997.           *10.9   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,           *10.10   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.           *10.11   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.           *10.12   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.           *10.13   Form of Change-in-Control Agreement between H.B. Fuller Company and each of its executive officers   Exhibit 10.11 to the Annual Report on Form 10-K for the year ended November 29, 2008.           *10.14   Form of Change-in-Control Agreement between H.B. Fuller Company and each of its executive officers for agreements entered into after January 24, 2019   Exhibit 10.9 to the Current Report on Form 8-K dated January 24, 2019.           *10.15   Form of Severance Agreement between H.B. Fuller Company and each of its executive officers   Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended May 31, 2008.           *10.16   Form of Severance Agreement between H.B. Fuller Company and each of its executive officers hired on or after October 2023   Filed herewith.           *10.17   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.           *10.18   Form of Non-Qualified Stock Option Agreement under the H.B. Fuller Company 2013 Master Incentive Plan for awards made on or after January 23, 2014   Exhibit 10.2 to the Current Report on Form 8-K dated January 23, 2014.           *10.19   Form of Non-Qualified Stock Option Agreement under the H.B. Fuller Company 2016 Master Incentive Plan for awards made on or after April 7, 2016   Exhibit 10.1 to the Current Report on Form 8-K dated April 6, 2016.   98 Table of Contents   *10.20   Form of Non-Qualified Stock Option Agreement under the H.B. Fuller Company 2016 Master Incentive Plan for awards made on or after October 20, 2017   Exhibit 10.2 to the Current Report on Form 8-K dated October 20, 2017.           *10.21   Form of Non-Qualified Stock Option Agreement under the H.B. Fuller Company 2018 Master Incentive Plan for awards made on or after April 12, 2018   Exhibit 10.1 to the Current Report on Form 8-K dated April 18, 2018.           *10.22   Form of 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 10.1 to the Current Report on Form 8-K dated January 24, 2019.           *10.23   Form of Non-Qualified Stock Option Agreement under the H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 2, 2020   Exhibit 10.1 to the Current Report on Form 8-K dated April 2, 2020.           *10.24   Form of Restricted Stock Unit Award Agreement under the H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 2, 2020   Exhibit 10.2 to the Current Report on Form 8-K dated April 2, 2020.   *10.25   Form of Restricted Stock Unit Award Agreement for the CEO under the H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 2, 2020   Exhibit 10.3 to the Current Report on Form 8-K dated April 2, 2020.           *10.26   Form of Performance Share Award Agreement under the H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 2, 2020   Exhibit 10.4 to the Current Report on Form 8-K dated April 2, 2020.           *10.27   Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 2, 2020   Exhibit 10.5 to the Current Report on Form 8-K dated April 2, 2020.           *10.28   Form of Restricted Stock Unit (CEO) Award Agreement under the H.B. Fuller Company 2020 Master Incentive Plan   Exhibit 10.1 to the Current Report on Form 8-K dated January 27, 2021.           *10.29   Form of Performance-Based Non-Qualified Stock Option (CEO TSR) Award Agreement under the H.B. Fuller Company 2020 Master Incentive Plan   Exhibit 10.2 to the Current Report on Form 8-K dated January 27, 2021.           *10.30   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.           *10.31   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.           *10.32   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.           *10.33   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.           *10.34   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.           *10.35   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.   99 Table of Contents   *10.36   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.           *10.37   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.           *10.38   H.B. 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.           *10.39   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.           *10.40   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.           *10.41   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.           *10.42   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.           *10.43   Fifth Amendment to the H.B. 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.           *10.44   H.B. 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.   100 Table of Contents   *10.45   First Amendment of H.B. Fuller Company Directors’ 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.           *10.46   H.B. Fuller Company 2009 Director Stock Incentive Plan   Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended May 30, 2009.           *10.47   H.B. Fuller Company Management Short-Term Incentive Plan for Executive Officers   Filed herewith.           *10.48   H.B. Fuller Company 2013 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 27, 2013.           *10.49   H.B. Fuller Company 2016 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 24, 2016.           *10.50   H.B. Fuller Company 2018 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 28, 2018.           *10.51   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 24, 2021.           *10.52   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.           21   List of Subsidiaries               23.1   Consent of Ernst & Young LLP               24   Power of Attorney               31.1   302 Certification – Celeste B. Mastin       101 Table of Contents   31.2   302 Certification – John J. Corkrean               32.1   906 Certification – Celeste B. Mastin               32.2   906 Certification – John J. Corkrean               97.1   Executive and Key Manager Compensation Recovery Policy   Filed herewith.           101   The following materials from the H.B. Fuller Company Annual Report on Form 10-K for the fiscal year ended December 2, 2023 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 in Inline XBRL and contained in Exhibit 101)                   * Asterisked items are management contracts or compensatory plans or arrangements required to be filed.     (b) See Exhibit Index and Exhibits attached to this Form 10-K.   Item 16. Form 10-K Summary None   102 Table of Contents   SIGNATURES   Pursuant to the requirements of Section 13 or 15(d) 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             By: /s/  Celeste B. Mastin     Dated: January 24, 2024   CELESTE B. MASTIN       President and Chief Executive Officer     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:   Signature   Title   /s/ Celeste B. Mastin     President and Chief Executive Officer and Director  CELESTE B. MASTIN   (Principal Executive Officer)   /s/ John J. Corkrean     Executive Vice President, Chief Financial Officer  JOHN J. CORKREAN   (Principal Financial Officer)       /s/ Robert J. Martsching   Vice President, Controller  ROBERT J. MARTSCHING   (Principal Accounting Officer)                                              *   Director  DANIEL L. FLORNESS           *   Director  THOMAS W. HANDLEY           *   Director  MICHAEL J. HAPPE           *   Director  RUTH S. KIMMELSHUE            *   Director CHARLES T. LAUBER           *   Director  LEE R. MITAU           *   Director  TERESA J. RASMUSSEN           *   Director  SRILATA A. ZAHEER              * by /s/ Gregory O. Ogunsanya     GREGORY O. OGUNSANYA, Attorney in Fact           Dated: January 24, 2024       103