FULLER H B CO

Provided below are highlights of some of the information contained in this Proxy Statement. These highlights are only a summary. Please review the complete Proxy Statement and 2023 Annual Report to Shareholders before you vote.

Annual Meeting of Shareholders

H. B. FULLER | 2024 Proxy Statement 3

Proposals Requiring Your Vote

Your vote is important. Whether or not you plan to attend the virtual meeting, we encourage you to vote your shares to make certain that you are represented at the meeting.

H. B. FULLER | 2024 Proxy Statement ** 4**** **

H. B. FULLER | 2024 Proxy Statement ** 5**** **

2023 Performance Highlights

We demonstrated resilience and determination in executing our winning strategy in the face of significant headwinds, including continued raw material cost inflation, a challenging macroeconomic climate, and higher interest rates. Throughout the year, we experienced unprecedented customer inventory de-stocking actions, increasing interest rates, and headwinds from foreign currency translation.

We are proud of the financial results we delivered in fiscal 2023, compared to fiscal 2022:

Despite the challenges described above, we delivered double-digit growth in adjusted EBITDA and operating cash flow in fiscal year 2023, driven by management of changing price and raw material dynamics, decisive restructuring measures, and strong execution. We achieved a fiscal year record high adjusted EBITDA margin of 16.5%.

Adjusted EPS and Adjusted EBITDA are non-GAAP financial metrics that are reconciled with the most directly comparable GAAP financial metrics in Annex A.

Executive Compensation Program** **(For More Information, see pages 29 - 43)

Our program emphasizes pay for performance using short- and long-term incentive awards as a significant percentage of total direct compensation. The graphs below show each element of total direct compensation (base salary, short-term incentive, and long-term incentive) as a percentage of total direct compensation for fiscal year 2023 for the CEO and on average for the other NEOs listed in the “Summary Compensation Table.”

Short-term incentive awards are performance-based cash awards granted pursuant to the STIP. Actual results on all STIP metrics are set forth in a table on page 37 of this Proxy Statement. STIP payments can range from 0% to 200% of target. In fiscal year 2023, the achievement of our financial metrics resulted in short-term cash incentive payouts for our CEO, CFO, and CAO of 50% of target and ranged from 49% to 87% of target for our other NEOs, based in part on the performance of the operating segments that they lead.

H. B. FULLER | 2024 Proxy Statement ** 6**** **

All short-term incentive awards earned for fiscal year 2023 are also shown in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” later in this Proxy Statement.

Long-term incentive awards are equity awards granted pursuant to the LTIP. The awards are composed of NQSOs, RSUs and PSUs. All equity awards granted in fiscal year 2023 are shown in the “Grants of Plan-Based Awards During Fiscal 2023” table later in this Proxy Statement.

See further discussion and detail in the “Compensation Discussion and Analysis” section of this Proxy Statement.

OTHER HIGHLIGHTS OF OUR EXECUTIVE COMPENSATION PROGRAM

Fiscal 2024 Changes to our Executive Compensation Program

Effective for STIP awards related to the Company’s 2024 fiscal year and thereafter, Adjusted EBITDA margin will be included as a fourth metric along with Adjusted EBITDA, Adjusted EPS, and Adjusted Net Revenue for purposes of calculating STIP awards. Each of the metrics will be weighted at 25% for our executive officers with the exception of our SVP, International Growth Markets, whose STIP metrics will be weighted at 35% for Adjusted EPS, 25% for International Growth Markets Adjusted EBITDA margin, 20% for International Growth Markets Adjusted EBITDA, and 20% for International Growth Markets Adjusted Net Revenue. These changes were made to better align the STIP metrics with the Company’s portfolio management approach.

Board Composition and Diversity

The Board believes that its membership should reflect a diversity of experience, skills, geography, gender, and ethnicity that can enrich its deliberations. The following pie charts provide information about certain aspects of our Board’s diversity as of January 31, 2024.

BOARD DIVERSITY

H. B. FULLER | 2024 Proxy Statement ** 7**** **

AVERAGE BOARD TENURE:

7.2 YEARS

Additional information on our policies regarding Board composition and Board diversity may be found under “Proposal 1–* Election of Directors*–* How can a shareholder suggest a candidate for election to the Board?*”

Shareholder Engagement

We regularly engage with our investor base to obtain their input on our governance, sustainability, and compensation programs. We have generally received positive feedback and have planned our programs based in part on such feedback when appropriate.

H. B. FULLER | 2024 Proxy Statement ** 8**** **

H.B. FULLER COMPANY’S SUSTAINABILITY

EFFORTS, HUMAN RIGHTS POLICY,

CORPORATE GIVING AND EMPLOYEE

VOLUNTEERISM

At H.B. Fuller, we are committed to creating positive change for all our stakeholders, including customers, employees, shareholders, and communities. We know that our company is best positioned for success when we win the right way, by creating sustainable solutions, taking care of our communities, and planning for the future. Social responsibility is fundamental to who we are as a company and also is a source of competitive advantage. We continually strive to minimize the environmental impact of our operations, while holding safety as a Company value and providing a dynamic and supportive workplace for our employees. We are also committed to basic human rights in our business and across our supply chain, as stated in the H.B. Fuller Human Rights Policy, which can be found in the “Sustainability” section of our corporate website (www.hbfuller.com). We are committed to minimize our ecological footprint and set targets for four key sustainability metrics: energy intensity, greenhouse gas emissions intensity, waste intensity and water withdrawal intensity. We report annually on our sustainability targets, volunteerism and philanthropy in our Annual Sustainability Report, which may be downloaded from our “Sustainability” section of our corporate website (www.hbfuller.com). This report, our Human Rights Policy and our website are not incorporated by reference in, and are not part of, this Proxy Statement.

H. B. FULLER | 2024 Proxy Statement ** 9**** **