FULLER H B CO
For the period ended Dec 2, 2023. Filed Jan 24, 2024.
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FY2023 · Filed Jan 24, 2024
FUL$50.78-1.1%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| (a) | Documents filed as part of this report: |
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| 1. | Consolidated Financial Statements |
| Consolidated Statements of Income for the fiscal years ended December 2, 2023, December 3, 2022, and November 27, 2021. | |
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| 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. | |
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| 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. |
| 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. |
| 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. |
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| *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. |
| *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. |
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| *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. |
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| *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. |
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| *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. |
| *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. |
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| *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. |
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| *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. |
| *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 |
| 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. |
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