ful20190408_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 4, 2019

 

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 



 

 

 

 

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

 

On April 4, 2019, H.B. Fuller Company (the “Company”) held its 2019 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 and the ratification of the appointment of KPMG LLP as H.B. Fuller’s independent registered public accounting firm for the fiscal year ending November 30, 2019. As of the record date, there was a total of 50,856,446 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 48,550,432 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  

James J. Owens

 

44,770,424

 

464,696

 

3,315,312

 

Dante C. Parrini 

 

44,477,572

 

757,548

 

3,315,312

 

John C. van Roden, Jr.

 

44,294,970

 

940,150

 

3,315,312

 

 

 

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 2019 proxy statement were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

43,852,857

 

1,250,257

 

132,006

 

3,315,312

 

 

 

Votes regarding ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending November 30, 2019, were as follows:

 

For

 

Against

 

Abstain

 

48,062,462

 

426,907

 

61,063

 

 

 

 

 

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 8, 2019

 

 

H.B. FULLER COMPANY

 

     

 

 

 

 

 

 

 

 

 

By:

/s/ Timothy J. Keenan

 

 

 

Timothy J. Keenan

 

 

 

Vice President, General Counsel

 

    and Corporate Secretary