Item 9A. Controls and Procedures
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 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
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.
91
Table of Contents
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
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.
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 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 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 . 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 2025 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 2025 Proxy Statement is incorporated herein by reference.
92
Table of Contents
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 2025 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 2025 Proxy Statement is incorporated herein by reference.
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 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
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.
93
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 Quarterly Report on Form 10-Q dated for the quarter ended March 4, 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 Annual Report on Form 10-K for the fiscal year ended December 2, 2017.
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 for the fiscal year ended November 30, 2019.
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 Quarterly Report on Form 10-Q for the quarter ended September 2, 2023.
10.3
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.
10.4
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.
94
Table of Contents
10.5
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.
10.6
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 fiscal year ended November 29, 2008.
10.7
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.
10.8
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 fiscal year ended November 27, 2021.
*10.9
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 fiscal year ended November 29, 1997.
*10.10
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 fiscal year ended November 28, 1998.
*10.11
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.
*10.12
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.
*10.13
H.B. Fuller Company Key Employee Deferred Compensation Plan (2021 Restatement)
Exhibit 10.11 to the Annual Report on Form 10-K for the fiscal year ended November 27, 2021.
*10.14
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 fiscal year ended November 29, 2008.
*10.15
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.
*10.16
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.
*10.17
Form of Severance Agreement between H.B. Fuller Company and each of its executive officers hired on or after October 2023
Exhibit 10.16 to the Annual Report on Form 10-K for the fiscal year ended December 2, 2023.
*10.18
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.
*10.19
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.
95
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 April 7, 2016
Exhibit 10.1 to the Current Report on Form 8-K dated April 6, 2016.
*10.21
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.
*10.22
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 12, 2018.
*10.23
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.
*10.24
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.
*10.25
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.
*10.26
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.
*10.27
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 8-K dated January 24, 2022.
*10.28
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 8-K dated January 24, 2022.
*10.29
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 8-K dated January 24, 2022.
*10.30
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 Quarterly Report on Form 10-Q for the quarter ended May 28, 2022.
*10.31
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 Quarterly Report on Form 10-Q for the quarter ended June 3, 2023.
*10.32
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 Quarterly Report on Form 10-Q for the quarter ended June 3, 2023.
*10.33
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 Quarterly Report on Form 10-Q for the quarter ended June 3, 2023.
*10.34
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 10.5 to the Quarterly Report on Form 10-Q for the quarter ended June 3, 2023.
96
Table of Contents
*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 January 22, 2024
Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 4, 2024.
*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 January 22, 2024
Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 4, 2024.
*10.37
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.
*10.38
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.
*10.39
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.
*10.40
Third 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 March 2, 2019.
*10.41
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 fiscal year ended November 28, 2020.
*10.42
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 fiscal year ended November 27, 2021.
*10.43
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 fiscal year ended November 29, 2008.
*10.44
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 fiscal year ended November 29, 2008.
*10.45
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.
*10.46
H.B. Fuller Company Management Short-Term Incentive Plan for Executive Officers
Exhibit 10.1 to the Current Report on Form 8-K dated January 25, 2024.
*10.47
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.
*10.48
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.
97
Table of Contents
*10.49
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.
*10.50
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.
*10.51
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.
19.1
Insider Trading Policy
Filed Herewith.
21
List of Subsidiaries
23.1
Consent of Ernst & Young LLP
24
Power of Attorney
31.1
302 Certification – Celeste B. Mastin
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
Exhibit 97.1 to the Annual Report on Form 10-K for the fiscal year ended December 2, 2023.
101
The following materials from the H.B. 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.
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
98
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 23, 2025
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
TERESA J. RASMUSSEN
*
Director
SRILATA A. ZAHEER
* by /s/ Gregory O. Ogunsanya
GREGORY O. OGUNSANYA, Attorney in Fact
Dated: January 23, 2025
99