ful20170411_8k.htm

 



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported): April 6, 2017

 

 

 

H.B. FULLER COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

 

Minnesota

001-09225

41-0268370

(State or other jurisdiction

of incorporation)

(Commission file number)

(I.R.S. Employer Identification No.)

 

1200 Willow Lake Boulevard

P.O. Box 64683

St. Paul, MN 55164-0683

(Address of principal executive offices, including zip code)

 

 

Registrant's telephone number, including area code: (651) 236-5900

 

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

 
 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On April 6, 2017, H.B. Fuller Company (the “Company”) held its 2017 Annual Meeting of Shareholders (“Annual Meeting”) for the purposes of the election of three directors for a three-year term, a non-binding advisory vote to approve the compensation of our named executive officers disclosed in the proxy statement, a non-binding advisory vote on the frequency of an advisory vote on executive compensation and the ratification of the appointment of KPMG LLP as H.B. Fuller’s independent registered public accounting firm for the fiscal year ending December 2, 2017. As of the record date, there was a total of 50,341,880 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 48,372,112 shares of Common Stock were represented in person or by proxy, therefore a quorum was present.

 

The voting results for the election of three directors for a three year-term were as follows:

 

   

For

 

Withheld

 

Broker Non-Votes

 

J. Michael Losh

 

44,327,724

 

562,092

 

3,482,296

 

Lee R. Mitau

 

44,333,957

 

555,859

 

3,482,296

 

R. William Van Sant

 

44,329,943

 

559,873

 

3,482,296

 

 

 

The voting results on a non-binding advisory vote to approve the compensation of the Company’s named executive officers disclosed in the Company’s 2017 proxy statement were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

42,329,710

 

2,403,498

 

156,608

 

3,482,296

 

 

 

The voting results on a non-binding advisory vote on frequency of an advisory vote on executive compensation were as follows:

 


One Year

Two Years

 

Three Years

 

Abstain

 

Broker Non-Votes

 

37,204,971

36,275

 

7,555,323

 

92,797

 

3,482,296

 

 

 

Votes regarding ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 2, 2017, were as follows:

 

For

 

Against

 

Abstain

 

47,646,147

 

647,679

 

78,286

 

 

 

 

 
 

 

  

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: April 11, 2017

 

 

H.B. FULLER COMPANY



By:         /s/ Timothy J. Keenan                                    
               Timothy J. Keenan

Vice President, General Counsel

and Corporate Secretary