8-K

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):  November 29, 2022

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. ☐

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

(d) On November 29, 2022, the Board of Directors of H.B. Fuller Company (the “Company”) elected Charles (“Chuck”) T. Lauber, age 60, as a Class II director of the Company, effective January 23, 2023, for an initial term expiring at the Company’s 2025 annual meeting of shareholders. Mr. Lauber will serve on the Audit Committee and the Compensation Committee of the Board of Directors.

Mr. Lauber is the executive vice president and chief financial officer of A. O. Smith Corporation (“A.O. Smith”) a global leader in water heating solutions. Mr. Lauber was named executive vice president and chief financial officer of A. O. Smith in 2019. As chief financial officer, Lauber is responsible for all financial functions of the company, including treasury, controllership, cash management and investor relations. He also is actively involved in modernizing A. O. Smith’s operational capabilities and ESG (environmental, social and governance) strategy. Lauber has been integral to the company’s performance for over two decades, having served in financial leadership, operations strategy, and corporate development roles. Mr. Lauber has driven the company’s growth through mergers and acquisition and was vital to A. O. Smith’s successful expansion in the global water markets, including China and India. Before joining A. O. Smith, Lauber held a number of auditing and management positions with Ernst & Young from 1984 to 1999.

Mr. Lauber also serves as a director for the National Association of Manufacturers. He holds an MBA from the Kellogg School of Management at Northwestern University, and his BS in accounting from the University of Wisconsin at Whitewater.

For service as a director of the Company, Mr. Lauber will receive an annual cash retainer of $100,000, pro-rated for Mr. Lauber’s time of service on the Board of Directors during 2023 and will also receive an initial grant of 1,300 restricted stock units of the Company. Directors are also eligible for an annual discretionary grant of deferred phantom stock units valued at $135,000.

Other than as described herein, there are no arrangements or understandings between Mr. Lauber and any other persons pursuant to which Mr. Lauber was selected as a director of the Company. The Board of Directors has considered customer-supplier transactions between the Company and A.O. Smith and has determined that Mr. Lauber has no direct or indirect material interest in the transactions. A copy of the press release that discussed Mr. Lauber’s election to the Board is filed as Exhibit 99.1 to, and incorporated by reference in, this report.

Effective January 23, 2023, the number of directors of the Company will be nine, eight of whom are independent.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated November 29, 2022, issued by H.B. Fuller Company

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

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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: November 29, 2022

H.B. FULLER COMPANY
By:	/s/ Timothy J. Keenan
	Timothy J. Keenan
	Vice President, General Counsel
	and Corporate Secretary

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EX-99.1

Exhibit 99.1

  Corporate Headquarters 1200 Willow Lake Boulevard St. Paul, MN 55110-5101 USA Heather Bacigalupo                   Global Communications                   +1 651 236 5134 heather.bacigalupo@hbfuller.com   Steven Brazones Investor Relations +1 651 236 5060 steven.brazones@hbfuller.com

NEWS           For Immediate Release NOVEMBER 29, 2022

H.B. Fuller Elects Charles Lauber to Board of Directors

Versatile Financial Executive to Support Company’s Profitable Growth Strategy

ST. PAUL, Minn. - H.B. Fuller Company (NYSE: FUL) announced today that Charles (Chuck) T. Lauber was elected as an independent member to its board of directors, effective January 23, 2023. He has been appointed to serve on the audit committee and compensation committee of the board.

Lauber is the executive vice president and chief financial officer of A. O. Smith Corporation, a global leader in water heating solutions. “I am pleased to welcome Chuck to the H.B. Fuller board of directors,” said Lee Mitau, chairman, H.B. Fuller board of directors. “He is an experienced financial leader who has been able to improve profitability while successfully navigating a series of unprecedented challenges. He will bring valuable financial insight as well as a multi-faceted business perspective that will enable us to achieve our growth and profitability goals.”

Lauber was named executive vice president and chief financial officer of A. O. Smith Corporation in 2019. As chief financial officer, Lauber is responsible for all financial functions of the company, including treasury, controllership, cash management and investor relations. He also is actively involved in modernizing A. O. Smith’s operational capabilities and ESG (environmental, social and governance) strategy. Lauber has been integral to the company’s performance for over two decades, having served in financial leadership, operations strategy, and corporate development roles. A versatile executive, Chuck has driven the company’s growth through M&A and was vital to A. O. Smith’s successful expansion in the global water markets, including China and India. As CFO, he has led the charge to increase profit margins and enhance investor confidence, resulting in record earnings. Before joining A. O. Smith, Lauber held a number of auditing and management positions with Ernst & Young from 1984 to 1999.

Exhibit 99.1

“Chuck is a highly strategic financial and M&A expert with a proven track record of delivering sound financial strategy,” said Jim Owens, H.B. Fuller president and chief executive officer. “His experience in market development along with his ability to successfully integrate business functions and drive aggressive global M&A strategy make him a tremendous asset as we continue to deliver on our growth goals.”

“I am really impressed with H.B. Fuller, particularly from a financial standpoint”, said Lauber. “The team’s ability to consistently drive growth over the past few years during an historically challenging economic period is remarkable. I look forward to sharing my experience in leading business strategy for complex global operations to add value to H.B. Fuller’s continued success.”

Lauber also serves as a board of director for the National Association of Manufacturers. He holds an MBA from the Kellogg School of Management at Northwestern University, and his BS in accounting from the University of Wisconsin at Whitewater.

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About H.B. Fuller Company:

Since 1887, H.B. Fuller has been a leading global adhesives provider focusing on perfecting adhesives, sealants and other specialty chemical products to improve products and lives. With fiscal 2021 net revenue of $3.3 billion, H.B. Fuller’s commitment to innovation and sustainable adhesive solutions brings together people, products and processes that answer and solve some of the world's biggest challenges. Our reliable, responsive service creates lasting, rewarding connections with customers in electronics, disposable hygiene, medical, transportation, aerospace, clean energy, packaging, construction, woodworking, general industries and other consumer businesses. And, our promise to our people connects them with opportunities to innovate and thrive.

https://www.hbfuller.com/.  

XML

Document And Entity Information	Nov. 29, 2022
Document Information [Line Items]
Entity, Registrant Name	H.B. Fuller Company
Document, Type	8-K
Document, Period End Date	Nov. 29, 2022
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
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, par value $1.00
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