What changed in this filing

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Item 1. Business

2025-01-23 compared with 2024-01-24 · 101 added, 92 removed, 115 unchanged (63% of the section changed)

Fuller Company was founded in 1887 and incorporated as a Minnesota corporation in 1915.

Our stock is traded on the New York Stock Exchange (“NYSE”) under the ticker symbol FUL.

As used herein, “H.B.

Fuller,” “we," “us,” “our,” “management”

or “company”

includes H.B.

Our stock is traded on the New York Stock Exchange (“NYSE”) under the ticker symbol FUL.

As used herein, “H.B.

Fuller,” “we," “us,” “our,” “management” or “company” includes H.B.

Fuller and its subsidiaries unless otherwise indicated.

Where we refer to 2023, 2022 and 2021 herein, the reference is to our fiscal years ended December 2, 2023, December 3, 2022, and November 27, 2021, respectively.

Where we refer to 2024, 2023 and 2022 herein, the reference is to our fiscal years ended November 30, 2024, December 2, 2023, and December 3, 2022, respectively.

We are a leading worldwide formulator, manufacturer and marketer of adhesives, sealants and other specialty chemical products.

Sales operations span 35 countries in North America, Europe, Latin America, Asia Pacific, India, the Middle East and Africa.

Industrial adhesives represent our core product offering, which help improve the performance of our customers’

products or improve their manufacturing processes.

Sales operations span 35 countries in North America, Europe, Latin America, Asia Pacific, India, the Middle East and Africa.

Industrial adhesives represent our core product offering, which help improve the performance of our customers’ products or improve their manufacturing processes.

Customers use our adhesives products in manufacturing common consumer and industrial goods, including food and beverage containers, disposable diapers, medical products, windows, doors, appliances, sportswear, footwear, multi-wall bags, water filtration products, insulation, textiles, automobiles, recreational vehicles, buses, trucks and trailers, marine products, solar energy systems, electronics and products for the aerospace and defense industries.

In addition, we have established a variety of product offerings for residential, commercial and industrial construction markets, including sealing and waterproofing solutions for airports, roads, highways, bridges and utilities;

pressure-sensitive adhesives, tapes and sealants for the commercial roofing industry; and level-setting products, ready-to-use grouts, mortars, and pressure sensitive adhesives that enable contractors and do-it-yourself consumers to quickly install flooring and tiling applications more reliably and efficiently.

pressure-sensitive adhesives, tapes and sealants for the commercial roofing industry;

and level-setting products, ready-to-use grouts, mortars, and pressure sensitive adhesives that enable contractors and do-it-yourself consumers to quickly install flooring and tiling applications more reliably and efficiently.

We also provide our customers with technical support and unique solutions designed to address their specific needs.

We have three reportable segments: Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives.

See Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) in Item 7 of this Annual Report for a description of our segment operating results.

We have three reportable segments:

Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives.

See Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) in Item 7 of this Annual Report for a description of our segment operating results.

The principal markets, products and methods of distribution outside the United States vary with each of our regional operations generally maintaining integrated business units that contain dedicated supplier networks, manufacturing, logistics and sales organizations.

The vast majority of the products sold within any region are produced within the region, and the respective regions do not import significant amounts of product from other regions.

As of December 2, 2023, we had sales offices and manufacturing plants in 25 countries outside the United States and satellite sales offices in another 9 countries.

As of November 30, 2024, we had sales offices and manufacturing plants in 25 countries outside the United States and satellite sales offices in another 9 countries.

We have a Code of Business Conduct and detailed Core Policies that we apply across all of our operations around the world.

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We have adopted policies and processes, and conduct employee training, intended to ensure compliance with various economic sanctions and export controls, including the regulations of the U.S.

Treasury Department’s Office of Foreign Assets Control (“OFAC”).

We do not conduct any business in the following countries that are subject to U.S.

economic sanctions:

Cuba, Iran, North Korea, Syria and the Crimea region of the Ukraine. 

Cuba, Iran, North Korea, Syria and the Crimea region of the Ukraine.

Many of our markets are highly competitive.

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We have cultivated strong, integrated relationships with a diverse set of customers worldwide.

Our customers are among the technology and market leaders in consumer goods, construction and industrial markets.

Our customers are among the technology and market leaders in consumer goods, construction and industrial markets.

We pride ourselves on long-term, collaborative customer relationships and a diverse portfolio of customers in which no single customer accounted for more than 10 percent of consolidated net revenue.

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Our products are delivered directly to customers primarily from our manufacturing and distribution facilities, with additional deliveries made through distributors and retailers.

Human Capital Resources and Management 

Employees and Labor Relations

As of December 2, 2023, we have approximately 7,200 employees in 45 countries, including approximately 2,600 employees based in the U.S. Approximately 450 U.S.

As of November 30, 2024, we have approximately 7,500 employees in 45 countries, including approximately 2,800 employees based in the U.S.

Approximately 450 U.S.

employees are subject to collective bargaining agreements with various unions.

Approximately 750 employees in foreign countries are subject to collective bargaining agreements.

Approximately 750 employees in foreign countries are subject to collective bargaining agreements.

Overall, we consider our employee relations to be good.

Health and Safety

The health and safety of our employees and anyone who enters our workplace is important, and we believe that nothing we do is worth getting hurt for.

The health and safety of our employees and anyone who enters our workplace is important, and we believe that nothing we do is worth getting hurt for.

We have a strong environmental, health and safety program that focuses on implementing policies and training programs, as well as performing self-audits to enhance workplace safety.

Competitive Pay and Benefits

Our primary compensation strategy is “Pay for Performance”, which supports a culture of accountability and performance.

Our primary compensation strategy is “Pay for Performance,” which supports a culture of accountability and performance.

Our compensation guiding principles are to structure compensation that is simple, aligned and balanced.

We believe that these principles are strongly aligned with the strategic priorities of our business and our objective to deliver value for our shareholders.

We believe that these principles are strongly aligned with the strategic priorities of our business and our objective to deliver value for our shareholders.

We are committed to fair pay and strive to be externally competitive while ensuring internal equity across our organization.

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It is one of the tools we use to recruit and retain, and it is seen as the preferred benefit by most employees.

Employees in the United States earning below $ 54,000 each year have 100% of their individual medical premiums covered by the Company in the form of a medical premium reimbursement. 

Employees in the United States earning below $56,000 each year have 100% of their individual medical premiums covered by the Company in the form of a medical premium reimbursement.

Results-Driven, Collaborative Culture

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We expect employees to act with integrity and hold each other accountable for our actions.

We value our global team’s diverse perspectives, backgrounds and experiences.

We make daily, conscious choices to excel, by always bringing passion and creativity to our work, and by striving for innovation ethically and fairly.

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Our communication on goals, targets and performance is frequent and transparent.

We continue to leverage flexible work options available to employees who don't need our facilities to perform their jobs and this continues to enhance connections across the company, as well as with customers and external partners.

We continue to leverage flexible work options available to employees who don't need our facilities to perform their jobs and this continues to enhance connections across the Company, as well as with customers and external partners.

This supports our desire to be first and fastest in finding solutions for customers and improving our overall effectiveness.

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I nclusion and Diversit y

As a global company, we currently have employees present in 45  

countries around the world.

We place strong value on collaboration and we believe that working together leads to better outcomes for our customers.

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Learning resources have been implemented to support greater awareness and understanding of the behaviors expected from employees.

We have introduced employee networking groups, an expanded and enhanced mentoring program and focused development programs with the goal of creating meaningful opportunities for employees.

We have adjusted our recruiting practices to ensure we are getting the right level of exposure to diverse candidates.

We have introduced employee resource groups, a structured mentoring program and focused development programs with the goal of creating meaningful opportunities for employees.

We have adjusted our recruiting practices to ensure we are getting the right level of exposure to diverse candidates.

Talent Development

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We provide a variety of resources to help our colleagues grow in their current roles and build new skills, including online development resources focused on specific business imperatives with access to hundreds of online courses in our learning management system.

We have implemented an innovative delivery method for leadership training to drive experiential learning and to increase access to leaders around the world.

Individual development planning is a part of our annual goal setting process and people managers are expected to have regular discussions with employees to measure progress and make needed adjustments.

We utilize an innovative method to deliver leadership training to drive experiential learning and to increase access to leaders around the world.

We have built and launched two advanced leadership academies focused on business leadership and manufacturing leadership to ensure people in these roles have the right skills to be effective.

Individua l development planning is a part of our annual goal setting process and people managers are expected to have regular discussions with employees to measure progress and make needed adjustments.

We focus on getting employees into roles with greater responsibility and opportunities for advancement that are also aligned with their career path to facilitate development and maximize potential.

Finally, we provide ambitious employees with short-term opportunities in unique assignments in addition to their current roles.

These assignments support the employees’

development while also supporting company initiatives that are required to be resourced with talented employees.

These assignments support the employees’ development while also supporting company initiatives that are required to be resourced with talented employees.

Raw Materials

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Prices and availability are subject to supply and demand market mechanisms.

Raw material costs, including costs for unique or specialty chemicals used in the manufacturing of our products, are primarily determined by the balance of supply against the aggregate demand from the adhesives industry and other industries that use the same raw material streams.

Patents, Trademarks and Licenses 

Raw material costs, including costs for unique or specialty chemicals used in the manufacturing of our products, are primarily determined by the balance of supply against the aggregate demand from the adhesives industry and other industries that use the same raw material streams.

Patents, Trademarks and Licenses

Much of the technology we use in our products and manufacturing processes is available in the public domain.

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Confidentiality commitments also are routinely obtained from customers, suppliers and others to safeguard proprietary information.

We own numerous trademarks and service marks in various countries. Trademarks, such as H.B.

Fuller®, Swift®, Advantra®, Clarity®, Earthic™, Sesame®, TEC®, Foster®, Rakoll®, Rapidex®, Full-Care®, Thermonex®, Silaprene®, Eternabond®, Cilbond®, HydroArmor®, Ködispace®, Weld Mount®

and TONSAN®

are important in marketing products. Many of our trademarks and service marks are registered.

We own numerous trademarks and service marks in various countries.

Trademarks, such as H.B.

Fuller®, Swift®, Advantra®, Clarity®, Earthic™, Sesame®, Foster®, Rakoll®, Rapidex®, Full-Care®, Thermonex®, Silaprene®, Eternabond®, Cilbond®, HydroArmor®, Ködispace®, Weld Mount®, TONSAN®, SecurePortIV®, Sugriseal® and Vibra-Tite® are important in marketing products.

Many of our trademarks and service marks are registered.

trademark registrations are for a term of ten years and are renewable every ten years as long as the trademarks are used in the regular course of trade.

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Our investment in research and development creates new and innovative adhesive technology platforms, enhances product performance, ensures a competitive cost structure and leverages available raw materials.

New product development is a key research and development outcome, providing higher-value solutions to existing customers or meeting new customers’

New product development is a key research and development outcome, providing higher-value solutions to existing customers or meeting new customers’ needs.

Projects are developed in local laboratories in each region, where we understand our customer base the best.

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As climate change and other sustainability concerns become more prevalent, governmental and non-governmental organizations, customers and investors are increasingly focusing on these issues.

We continue to monitor our markets to ensure we are developing the adhesives and sealants to support our customers’

responses to changing consumer demand, new product designs and upcoming regulatory and sustainability efforts.

We continue to monitor our markets to ensure we are developing the adhesives and sealants to support our customers’ responses to changing consumer demand, new product designs and upcoming regulatory and sustainability efforts.

We invest significantly in innovation, research and expertise, which are crucial for the continuous extraction of value from our business strategy.

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Regulatory Compliance

We comply with applicable federal, state, local and foreign laws and regulations relating to environmental protection and workers' safety, including those required by the U.S.

Environmental Protection Agency (the “EPA”) and the European Union’s ("EU") Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”) regulation.

This includes regular review of and upgrades to environmental, health and safety policies, practices and procedures as well as improved production methods to minimize our facilities’

outgoing waste, based on evolving societal standards and increased environmental understanding.

Expenditures to comply with environmental regulations over the next two years are estimated to be approximately $21.4 million, including approximately $0.9 million of capital expenditures.

The Company is subject to various federal, state, local and foreign laws and regulations relating to environmental protection and workers' safety, including those required by the U.S.

Environmental Protection Agency (the “EPA”) and the European Union’s ("EU") Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”) regulation.

We maintain programs intended to ensure compliance with these regulations, including regular review of and upgrades to environmental, health and safety policies, practices and procedures as well as improved production methods to minimize our facilities’ outgoing waste, based on evolving societal standards and increased environmental understanding.

Expenditures to comply with environmental regulations over the next two years are estimated to be approximately $20.9 million, including approximately $0.3 million of capital expenditures.

See additional disclosure under Item 3.

Legal Proceedings.

Various legislation, regulations and international accords pertaining to climate change have been implemented or are being considered for implementation, particularly as they relate to the reduction of greenhouse gas emissions, such as the EU's Corporate Sustainability Reporting Directive ("CSRD"), California’s Climate Corporate Data Accountability Act and Climate Related Financial Risk Act, and similar regulations under consideration by the Securities and Exchange Commission ("SEC").

These laws may directly impact the Company, however we have not determined the extent of potential disclosures or other reporting requirements. We continue to monitor the development and implementation of such legislation and regulations.

We also continue to regularly report our sustainability efforts and metrics under the Global Reporting Initiative (“GRI”) framework and report our goals and progress in our annual Sustainability Report.

The Foreign Corrupt Practices Act (the “FCPA”) prohibits bribery of government officials to benefit business interests.

We operate and sell our products in countries that are rated as high-risk for corruption, which creates the risk of unauthorized conduct by our employees, customs brokers, distributors or other third party intermediaries that could be in violation of the FCPA or similar local regulations.

We comply with the FCPA’s requirements to make and keep accurate books and records that accurately and fairly reflect our transactions and to devise and maintain an adequate system of internal accounting controls.

We are also subject to and comply with increasingly complex privacy and data protection laws and regulations in the United States and other jurisdictions.

This includes the EU’s General Data Protection Regulation (“GDPR”), which enforces rules relating to the protection of processing and movement of personal data.

Various legislation, regulations and international accords pertaining to climate change have been implemented or are being considered for implementation, particularly as they relate to the reduction of greenhouse gas emissions, such as the EU's Corporate Sustainability Reporting Directive ("CSRD"), California’s Climate Corporate Data Accountability Act and Climate Related Financial Risk Act, the Securities and Exchange Commission's ("SEC") Enhancement and Standardization of Climate-Related Disclosures for Investors, and other new and proposed regulatory frameworks.

These laws may directly impact the Company, however we have not determined the extent of potential disclosures or other reporting requirements.

We continue to monitor the development and implementation of such legislation and regulations.

The Foreign Corrupt Practices Act (the “FCPA”) and other anti-bribery and anti-corruption laws and regulations prohibit bribery of government officials to benefit business interests.

The FCPA also requires the Company to make and keep accurate books and records that accurately and fairly reflect our transactions and to devise and maintain an adequate system of internal accounting controls.

The Company maintains an international compliance program, including policies and procedures, training, and internal controls, designed to ensure compliance with these laws and regulations.

However, we operate and sell our products in countries that are rated as high-risk for corruption, creating the risk of unauthorized conduct by our employees, customs brokers, distributors or other third party intermediaries that could be in violation of the FCPA or similar local regulations.

We are also subject to increasingly complex privacy and data protection laws and regulations in the United States and other jurisdictions.

This includes the EU’s General Data Protection Regulation (“GDPR”), which enforces rules relating to the protection of processing and movement of personal data.

The interpretation and enforcement of such regulations are continuously evolving and there may be uncertainty with respect to how to comply with them.

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The following table shows the name, age and business experience for the past five years of the executive officers as o f January 23, 2025.

The Board of Directors elects the executive officers annually.

Un less otherwise noted, the positions described are positions with the Company or its subsidiaries.

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President and Chief Executive Officer

Executive Vice President and Chief Operating Officer 

Chief Executive Officer, PetroChoice Lubrication Solutions (leading lubricant distributor, providing solutions across the industrial, commercial and passenger vehicle customer segments)

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August 2019 - Present

Senior Vice President, Engineering Adhesives

February 2016 - August 2019

 Senior Vice President, International Growth

 December 2021 - Present

 Senior Vice President, Global Hygiene, Health and Consumable Adhesives

 August 2019 - November 2021

 Senior Vice President, Americas Adhesives

 October 2016 - August 2019

Senior Vice President, International Growth

December 2021 - Present

Senior Vice President, Global Hygiene, Health and Consumable Adhesives

August 2019 - November 2021

Executive Vice President and Chief Financial Officer

May 2016 - Present

 James J.

 Executive Vice President, Hygiene, Health and Consumable Adhesives

 December 2022 - Present

 Senior Vice President, Hygiene, Health and Consumable Adhesives

 October 2021 - December 2022

 Vice President, Engineering Adhesives Americas and Global Director Automotive

 April 2018 - October 2021

Traci L. Jensen

Executive Vice President and Chief Administrative Officer

December 2022 - Present

 Vice President, Global Business Process Improvement

 December 2019 - December 2022

Senior Vice President, Global Construction Products

Senior Vice President, Global Research & Development

January 2025 - Present

Vice President, Engineering Adhesives Asia Pacific and Global Product Management

July 2023 - December 2024

Vice President, Engineering Adhesives Asia Pacific and Global Automotive and Aerospace

October 2021 - July 2023

Vice President, Engineering Adhesives Asia Pacific and Global Durable Assembly

August 2019 - October 2021

Executive Vice President, Hygiene, Health and Consumable Adhesives

December 2022 - Present

Senior Vice President, Hygiene, Health and Consumable Adhesives

October 2021 - December 2022

Vice President, Engineering Adhesives Americas and Global Director Automotive

April 2018 - October 2021

Senior Vice President, Human Resources & Communication

January 2025 - Present

Senior Vice President, Human Resources, Skywater Technology (semiconductor manufacturer)

December 2023 - December 2024

Vice President, Human Resources, 3M Transportation and Electronics Business Group, a division of 3M Company

January 2021 - December 2023

Vice President, Human Resources, Corporate Staff Services, 3M Company (diversified manufacturer)

January 2020 - January 2021

João Magalhaes 1

Senior Vice President, Engineering Adhesives

Beginning March 2025

Vice President, Engineering Adhesives, Global Mobility

December 2023 - Present

Vice President, Engineering Adhesives, Global Wood and Composites

February 2021 - November 2023

Business Director EIMEA, Durable Assembly

November 2018 - January 2021

Shahbaz Malik

Senior Vice President, Building Adhesives Solutions

December 2024 - Present

Senior Vice President, Construction Adhesives

December 2019 - Present

Vice President and Business Leader, North America Distribution, Masonite International Corporation (global residential doors business)

December 2019 - December 2024

Senior Vice President, General Counsel and Corporate Secretary

October 2023 - Present

Vice President, Assistant General Counsel, Securities and Governance, Stanley Black & Decker Inc.

Vice President, Assistant General Counsel, Securities and Governance, Stanley Black & Decker Inc.

June 2022 - September 2023

Vice President Legal, Stanley Industrial, a division of Stanley Black & Decker, Inc.

(the world’s largest tool company)

October 2020 - June 2022

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November 2019 - October 2020

Vice President and General Counsel, Industrial Safety, Honeywell International, Inc.

(advanced technology company that manufactures aerospace and automotive products;

residential, commercial, and industrial control systems;

specialty chemicals and plastics;

and engineered materials)

October 2018 - November 2019

Executive Vice President, Business Transformation

December 2024 - Present

Senior Vice President, Human Resources

December 2022 - Present

December 2022 - November 2024

Vice President, Human Resources

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2017 - March 2020

The Board of Directors elects the executive officers annually.

Magalhaes has been appointed to the role of Senior Vice President, Engineering Adhesives, effective March 1, 2025.

Available Information

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www.hbfuller.com.

We file annual, quarterly and current reports, proxy statements and other information with the SEC via EDGAR.

Our SEC filings are available free of charge to the public on the SEC website at www.sec.gov  and on our website as soon as reasonably practicable after they have been filed with or furnished to the SEC.

We file annual, quarterly and current reports, proxy statements and other information with the SEC via EDGAR.

Our SEC filings are available free of charge to the public on the SEC website at www.sec.gov and on our website as soon as reasonably practicable after they have been filed with or furnished to the SEC.

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 1. Business