FULLER H B CO

For the period ended Apr 16, 2026. Filed Mar 4, 2026.

About this filing

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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FUL$49.86-0.7%Stored close · as of Nov 6, 2026

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Contents

Proxy Summary

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 2025 Annual Report to Shareholders before you vote.

Annual Meeting of Shareholders

DATE AND TIME:	PLACE:	VOTING:
Thursday, April 16, 2026 at 10:00 a.m. Central Time RECORD DATE: Wednesday, February 18, 2026	Via the Internet. You may attend the virtual meeting by visiting www.virtualshareholdermeeting.com/FUL2026. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.	You may vote by proxy or at the virtual meeting if you were a shareholder of record at the close of business on February 18, 2026 (see pages 71-75) for more information on voting).

H. B. FULLER | 2026 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.

Proposal	Board Recommendation	Page
PROPOSAL 1 – Election of Directors	FOR	9
In selecting director nominees, our Board carefully considers the qualifications of each candidate and the overall composition of the Board. The following table provides summary information about each of the director nominees:

If elected, Mr. Florness, Ms. Martin, and Ms. Rasmussen would serve as Class III directors for a three-year term until the 2029 Annual Meeting and until their successors are duly elected and qualified or until their earlier resignation or removal.
DANIEL L. FLORNESS	CELINE C. MARTIN	TERESA J. RASMUSSEN
(Class III)	(Class III)	(Class III)
Director Since: 2018	Director Since: 2025	Director Since: 2020, Independent Chair of the Board since 2025
Roles on the Board: Audit Committee and Corporate Governance and Nominating Committee	Roles on the Board: Audit Committee and Compensation Committee	Roles on the Board: Compensation Committee and Corporate Governance and Nominating (Chair)
Independent?	Independent?	Independent?
Yes	Yes	Yes
Other Public Company Boards:	Other Public Company Boards:	Other Public Company Boards:
Fastenal Company	No	No

H. B. FULLER | 2026 Proxy Statement ** 4**** **

Proposal	Board Recommendation	Page
PROPOSAL 2 – Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	29
The Audit Committee has approved the appointment of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2026. Shareholders are asked to ratify this appointment.
PROPOSAL 3 – Non-Binding Advisory Vote on Executive Compensation	FOR	70
In fiscal year 2025, shareholders showed their support for our executive compensation program with 97% of the votes cast for approval of the annual advisory vote on executive compensation, consistent with 97% from the prior year. While shareholders have endorsed the Company’s executive compensation program, the Compensation Committee continually evaluates the program to ensure that it is designed to provide a competitive compensation package that rewards executive officers for sustained financial and operating performance that creates long-term value for our shareholders.

H. B. FULLER | 2026 Proxy Statement ** 5**** **

2025 Performance Highlights

Throughout 2025, we demonstrated execution and agility amidst an unpredictable economic backdrop and challenging demand landscape. We helped our customers navigate this environment successfully, providing them with material optionality and flexibility while ensuring consistent quality and reliable availability wherever in the world they chose to make their products. These efforts, which strengthened our partnerships and enhanced the Company’s competitive positioning, are reflected in our improved profitability and sustained margin expansion. We also continued to transform the Company into a higher-growth, higher-margin business by investing in higher margin, faster-growing market segments while selecting out of business that didn’t meet our growth or profit criteria.

We are proud of the financial results we delivered in fiscal 2025:

●	Net revenue of $3.47 billion;
●	Net income of $152 million;
●	EPS of $2.75, with adjusted EPS of $4.24;
●	Adjusted EBITDA of $621 million;
●	Adjusted EBITDA Margin of 17.9%;
●	Operating cash flow of $263 million; and
●	For the 56th consecutive year, we implemented an increase in the amount of quarterly cash dividends paid to shareholders, with a 5.6% increase this year.

Despite the challenges described above, we delivered growth in adjusted EBITDA and adjusted EPS in fiscal year 2025, and we achieved a fiscal year record high adjusted EBITDA margin of 17.9%.

Adjusted EPS, Adjusted EBITDA, and Adjusted EBITDA Margin 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 30 - 48)

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 2025 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 40 of this Proxy Statement. STIP payments can range from 0% to 200% of target. In fiscal year 2025, the achievement of our financial metrics resulted in short-term cash incentive payouts for our CEO, CFO, and EVP, Business Transformation of 99% of target and ranged from 80% to 88% of target for our other NEOs, based in part on the performance of the operating segments that they lead.

H. B. FULLER | 2026 Proxy Statement ** 6**** **

All short-term incentive awards earned for fiscal year 2025 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 2025 are shown in the “Grants of Plan-Based Awards During Fiscal 2025” table later in this Proxy Statement. Fiscal 2025 was the last year of the performance measurement period for the PSUs granted in fiscal year 2023. Actual ROIC for the three-year period of fiscal years 2023-2025 was 9.5%. Therefore, the grant vested at 80% of target based on the performance during the three-year period.

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

OTHER HIGHLIGHTS OF OUR EXECUTIVE COMPENSATION PROGRAM

●	25% of NEO equity awards are PSUs that cliff vest at the end of a three-year performance period;
●	A policy regarding “clawbacks” of executive and key manager incentive compensation if there is a restatement of the Company’s financial statements or if there is misconduct by an executive or key manager;
●	A prohibition on hedging, pledging, and certain other transactions in the Company's securities by directors and executive officers;
●	Policies for responsible share usage and governance of our equity compensation plans, including a prohibition on re-pricing of stock options;
●	A double-trigger is required for accelerated equity vesting upon a change-in-control for equity grants to NEOs;
●	Removal of tax gross-up provisions from change-in-control agreements entered into beginning in mid-fiscal year 2018; and
●	Stock ownership goals of five times base salary for our CEO, three times base salary for our CFO, and two times base salary for our other executive officers.

Fiscal 2025 Changes to our Executive Compensation Program

Effective for PSUs granted pursuant to the LTIP in the Company's 2025 fiscal year and beyond, the ROIC payment schedule was modified to adjust the superior performance level from target plus 4% to target plus 2%. This change was implemented to better align with prevailing market practice and reflects what the Committee sees as a challenging performance target. Additionally, the Committee streamlined the treatment of acquisitions in the ROIC formula, eliminating the distinction between material and non-material acquisitions.

H. B. FULLER | 2026 Proxy Statement ** 7**** **

Board Composition

The Board believes that its membership should reflect a diversity of experience and skills that can enrich its deliberations. The following pie charts provide information about certain aspects of our Board’s composition as of January 31, 2026.

BOARD DIVERSITY

89% Independent	56% Women	11% Diverse (Ethnic or Racial)
11% Other	44% Men	89% Other

AVERAGE BOARD TENURE:

5.44 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 | 2026 Proxy Statement ** 8**** **

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