FULLER H B CO
For the period ended Apr 16, 2026. Filed Mar 4, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 16, 2026 · Filed Mar 4, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
H.B. Fuller Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
| 2026 | Notice of Annual Meeting and Proxy Statement |
ANNUAL MEETING TO BE HELD APRIL 16, 2026
| Office: | 1200 Willow Lake Boulevard |
|---|---|
| St. Paul, Minnesota 55110-5101 | |
| Mail: | P.O. Box 64683 |
| St. Paul, Minnesota 55164-0683 | |
| Phone: | (651) 236-5060 |
Dear Shareholder:
Our 2026 Annual Meeting of Shareholders will be held on Thursday, April 16, 2026. This year’s Annual Meeting will once again be a completely virtual meeting, which will be conducted via live webcast. A virtual meeting provides expanded access from any location around the world, improved communication, and cost savings for our shareholders and the Company.
You can attend the meeting via the Internet atwww.virtualshareholdermeeting.com/FUL2026, where you will be able to vote and submit questions electronically prior to and during the meeting. Specific instructions for accessing the meeting are provided in the attached Notice of Annual Meeting of Shareholders. The virtual meeting will begin promptly at 10:00 a.m. Central Time. The Notice of Annual Meeting of Shareholders and the Proxy Statement describe the business to be conducted at the meeting.
Your vote on the proposals is important. Whether or not you plan on attending the virtual meeting, we encourage you to vote your shares to make certain that you are represented at the meeting. You may vote via the Internet or by telephone or, if you received a printed copy of the proxy materials, by Internet, telephone or by mailing a proxy or voting instruction card.
Sincerely,
Celeste B. Mastin
President and Chief Executive Officer
March 4, 2026
| Office: | 1200 Willow Lake Boulevard |
|---|---|
| St. Paul, Minnesota 55110-5101 | |
| Mail: | P.O. Box 64683 |
| St. Paul, Minnesota 55164-0683 | |
| Phone: | (651) 236-5060 |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| Date and Time: | Tuesday, April 16, 2026 at 10:00 a.m. Central Time. You may attend the virtual meeting, submit questions, and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/FUL2026. You will need your 16-digit control number to enter the Annual Meeting. You can find your control number in the Notice Regarding the Availability of Proxy Materials, proxy card, instruction form, or email you received relating to the meeting. In the Notice, proxy card, and voting information form, the control number is in the box marked by the arrow. We recommend that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts. |
|---|---|
| Items of Business: | 1. The election of three directors named in the attached Proxy Statement. These directors will serve for a three-year term until the 2029 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier resignation or removal. |
| 2. The ratification of the appointment of Ernst & Young LLP as H.B. Fuller’s independent registered public accounting firm for the fiscal year ending November 28, 2026. | |
| 3. A non-binding advisory vote to approve the compensation of our named executive officers as disclosed in the attached Proxy Statement. | |
| 4. Any other business that may properly be considered at the meeting or any adjournment thereof. | |
| Record Date: | You are entitled to vote on the above items of business if you were a shareholder of record at the close of business on February 18, 2026. |
| Voting by Proxy: | It is important that your shares be represented and voted at the meeting. Whether or not you plan to attend the meeting, we encourage you to submit your proxy as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions in the materials you received, the section entitled “Questions and Answers about the Meeting” beginning on page 71 of the attached Proxy Statement, or if you received printed proxy materials, the enclosed proxy or voting instruction card. You can revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the attached Proxy Statement. |
By Order of the Board of Directors
Gregory O. Ogunsanya
Senior Vice President, General Counsel and Corporate Secretary
March 4, 2026
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