What changed in this filing

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Item 9A. Controls and Procedures

2025-01-23 compared with 2024-01-24 · 71 added, 116 removed, 198 unchanged (49% of the section changed)

1 unchanged sentence

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.

Based on its evaluation, our management concluded that, as of November 30, 2024, 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

2 unchanged sentences

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.

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 30, 2024.

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 30, 2024, 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 November 30, 2024, which is included elsewhere in this Form 10-K.

Changes in Internal Control over Financial Reporting

1 unchanged sentence

Other Information

10b5 - 1  Plan Adoptions and Modifications

Rule 10b5 - 1 Plan Adoptions and Modifications

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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 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 15, 2025 (the “2025 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.

hereof under the heading “Information About Our Executive Officers” is incorporated herein by reference.

Since the date of our 2024 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 .

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.

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.

The information under the headings “Executive Compensation,” “Director Compensation” and “CEO Pay Ratio Disclosure” contained in the 2025 Proxy Statement is incorporated herein by reference.

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.

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.

The information under the headings “Security Ownership of Certain Beneficial Owners and Management” and "Equity Compensation Plan Information" contained in the 2025 Proxy Statement is incorporated herein by reference.

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.

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.

The information under the headings “Certain Relationships and Related Transactions” and “Corporate Governance - Director Independence” contained in the 2025 Proxy Statement is incorporated herein by reference.

Principal Accountant Fees and Services

The information under the heading “Fees Paid to Independent Registered Public Accounting Firm” contained in the 2025 Proxy Statement is incorporated herein by reference.

Exhibits and Financial Statement Schedules

1 unchanged sentence

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.

Consolidated Statements of Income for the fiscal years ended November 30, 2024, December 2, 2023, and December 3, 2022.

Consolidated Statements of Comprehensive Income for the fiscal years ended November 30, 2024, December 2, 2023, and December 3, 2022.

Consolidated Balance Sheets as of November 30, 2024 and December 2, 2023.

Consolidated Statements of Total Equity for the fiscal years ended November 30, 2024, December 2, 2023, and December 3, 2022.

Consolidated Statements of Cash Flows for the fiscal years ended November 30, 2024, December 2, 2023, and December 3, 2022.

Notes to Consolidated Financial Statements

2 unchanged sentences

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.

Incorporation  

Incorporation by Reference

Restated Articles of Incorporation of H.B.

7 unchanged sentences

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.

Exhibit 4.1 to the Quarterly Report on Form 10-Q dated for the quarter ended March 4, 2023.

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

7 unchanged sentences

Amendment No.

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

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.

Exhibit 4.6 to the Annual Report on Form 10-K for the fiscal year ended December 2, 2017.

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

7 unchanged sentences

Description of Securities

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

Exhibit 4.8 to the Annual Report on Form 10-K for the fiscal year ended November 30, 2019.

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

4 unchanged sentences

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.

Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 2, 2023.

Refinancing and Incremental Amendment, dated March 4, 2024, 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 March 4, 2024.

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

Fuller Company Supplemental Executive Retirement Plan II – 2008

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

1 unchanged sentence

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.

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

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

3 unchanged sentences

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.

Exhibit 10.9 to the Annual Report on Form 10-K for the fiscal 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-K for the fiscal year ended November 29, 1997.

Amendments to H.B.

2 unchanged sentences

Fuller Company Supplemental Executive Retirement Plan

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

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

Amendment to the H.B.

5 unchanged sentences

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.

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

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.

Exhibit 10.11 to the Annual Report on Form 10-K for the fiscal year ended November 29, 2008.

Form of Change-in-Control Agreement between H.B.

6 unchanged sentences

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

Filed herewith.

Exhibit 10.16 to the Annual Report on Form 10-K for the fiscal year ended December 2, 2023.

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

19 unchanged sentences

Exhibit 10.1 to the Current Report on Form 8-K dated April 2, 2020.

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.

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.

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.

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.

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

10 unchanged sentences

Exhibit 10.2 to the Current Report on Form 8-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

2 unchanged sentences

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.

Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended May 28, 2022.

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.

Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 3, 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.

Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended June 3, 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.

Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended June 3, 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.

Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended June 3, 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 January 22, 2024

Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 4, 2024.

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 January 22, 2024

Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 4, 2024.

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

4 unchanged sentences

Second Amendment of the H.B.

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

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

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 March 2, 2019.

1 unchanged sentence

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.

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

Fifth Amendment of 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.

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.

Exhibit 10.40 to the Annual Report on Form 10-K for the fiscal 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 fiscal year ended November 29, 2008.

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.

Fuller Company Directors’ Deferred Compensation Plan (2008 Amendment and Restatement )

Exhibit 10.23 to the Annual Report on Form 10-K for the fiscal 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

Filed herewith.

Exhibit 10.1 to the Current Report on Form 8-K dated January 25, 2024.

Fuller Company 2013 Master Incentive Plan

15 unchanged sentences

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

Insider Trading Policy

Filed Herewith.

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.

Exhibit 97.1 to the Annual Report on Form 10-K for the fiscal year ended December 2, 2023.

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):

Fuller Company Annual Report on Form 10-K for the fiscal year ended November 30, 2024 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.

5 unchanged sentences

FULLER COMPANY

/s/ Celeste B.

January 23, 2025

3 unchanged sentences

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.

 RUTH S.

KIMMELSHUE 

 TERESA J.

 SRILATA A.

   * by /s/ Gregory O.

OGUNSANYA, Attorney in Fact

1 unchanged sentence

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