Form 8-K - Current report

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): October 15, 2024

H.B. Fuller Company

(Exact Name of Company as Specified in Charter)

Minnesota		001-09225		41-0268370
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1200 Willow Lake Boulevard, P.O. Box 64683, St. Paul, Minnesota		55164-0683
(Address of principal executive offices)		(Zip Code)

Company’s telephone number, including area code: (651) 236-5900


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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00	FUL	NYSE

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 DFR 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 as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On October 15, 2024, Lee R. Mitau, Chair of the Board of Directors (the “Board”) of H.B. Fuller Company (the “Company”), notified the Company of his retirement as Chair, effective January 21, 2025, and as a member of the Board, effective January 23, 2025. Mr. Mitau’s retirement as a director of the Company is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company thanks Mr. Mitau for his dedication, commitment, and extraordinary service and wishes him continued success in all his future endeavors.

Item 7.01. Regulation FD Disclosure.

On October 21, 2024, the Company issued a press release that discusses Mr. Mitau’s retirement and related matters. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

The information in Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

In light of Mr. Mitau’s retirement, the Board appointed Teresa J. Rasmussen as Chair of the Board, effective January 22, 2025.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

99.1

Press Release, dated October 21, 2024, issued by H.B. Fuller Company

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 21, 2024

H.B. FULLER COMPANY

By: /s/ Gregory O. Ogunsanya

Gregory O. Ogunsanya

Senior Vice President, General Counsel

and Corporate Secretary

Exhibit 99.1

H.B. Fuller World Headquarters

1200 Willow Lake Blvd.

Vadnais Heights, MN 55110

USA

For more information:

Sarah Neunsinger

Global Communications

sarah.neunsinger@hbfuller.com

+1 651-242-0280

NEWS FOR IMMEDIATE RELEASE October 21, 2024

H.B. Fuller Appoints Terry Rasmussen Chair of Board of Directors

Lee R. Mitau to Retire After Years of Distinguished Service on the Board

ST. PAUL, Minn — H.B. Fuller Company (NYSE: FUL) today announced that Teresa (Terry) J. Rasmussen has been appointed Chair of the company’s Board of Directors following the retirement of Lee R. Mitau, effective January 22, 2025.

“We are pleased to appoint a leader of Terry’s caliber as the new Chair of H.B. Fuller’s Board of Directors,” says Celeste Mastin, H.B. Fuller’s president and chief executive officer. “Having worked closely with Terry, I know firsthand that she is a visionary leader who brings global perspective and deep customer and go-to-market expertise to the role. We look forward to continuing to benefit from Terry’s extensive background in the financial services industry as we expand our presence in new high-growth end markets and transform our portfolio to become a 20% EBITDA margin business.”

“It is an honor to be named Chair of H.B. Fuller’s Board,” said Rasmussen. “Since joining in 2020, I have been impressed by the organization’s breadth of talent. I am eager to partner even more closely with Celeste and the entire Board as H.B. Fuller continues to excel and innovate globally.”

“Lee has been a tremendous advisor to H.B. Fuller. His counsel and dedication created a blueprint for advancing our growth strategy and establishing H.B. Fuller as the largest pureplay adhesives company in the world,” said Mastin. “On behalf of the entire Board, I want to thank Lee for his leadership and unwavering commitment to H.B. Fuller. We congratulate him on an incredible career and wish him all the best in retirement.”

“It has been an honor to serve on the H.B. Fuller Board and to witness the company’s evolution and significant growth over the years,” said Mitau. “I’m grateful to have worked alongside so many talented leaders and have great confidence in the company’s leadership team and long-term growth strategy. I look forward to seeing what they will achieve next.”

About Terry Rasmussen

Rasmussen joined the H.B. Fuller Board of Directors in 2020 and currently serves as president and chief executive officer of Thrivent, a Fortune 500 diversified financial services organization. She brings world-class leadership and business acumen to the Board, along with significant expertise in organizational transformation.

Before her current role, Rasmussen was president of Thrivent’s core life, health and annuities business after serving 10 years as senior vice president, general counsel and secretary. Prior to joining Thrivent, Rasmussen held a series of leadership roles at American Express, including serving as vice president and managing counsel. Earlier in her career, she was a trial attorney with the United States Department of Justice, Tax Division, as part of the Attorney General’s Honors Program.

Rasmussen is a member of the Thrivent Board of Directors and the American Council of Life Insurers Board of Directors, where she is chair-elect. She is also on the board of the Walker Art Center, a world-renowned contemporary art museum in Minneapolis, Minnesota. She received her bachelor’s degree in accounting from Minnesota State University at Moorhead. After passing the CPA exam, she earned her Juris Doctor from the University of North Dakota.

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About H.B. Fuller Company:

As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2023 revenue of $3.5 billion, our mission to Connect What Matters is brought to life by more than 7,500 global team members who collaborate with customers across more than 30 market segments in over 140 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com.

Document And Entity Information	Oct. 15, 2024
Document Information [Line Items]
Entity, Registrant Name	H.B. Fuller Company
Document, Type	8-K
Document, Period End Date	Oct. 15, 2024
Entity, Incorporation, State or Country Code	MN
Entity, File Number	001-09225
Entity, Tax Identification Number	41-0268370
Entity, Address, Address Line One	1200 Willow Lake Boulevard, P.O. Box 64683
Entity, Address, City or Town	St. Paul
Entity, Address, State or Province	MN
Entity, Address, Postal Zip Code	55164-0683
City Area Code	651
Local Phone Number	236-5900
Title of 12(b) Security	Common Stock
Trading Symbol	FUL
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000039368