FUL 10-K Annual Report Dec. 2, 2023 | Alphaminr

FUL 10-K Fiscal year ended Dec. 2, 2023

FULLER H B CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1: Nature Of Business and Summary Of Significant Accounting PoliciesNote 2: AcquisitionsNote 3: Restructuring ActionsNote 4: Supplemental Financial Statement InformationNote 5: Goodwill and Other Intangible AssetsNote 6: LeasesNote 7: Notes Payable, Long-term Debt and Lines Of CreditNote 8: Stockholders' EquityNote 9: Accounting For Share-based CompensationNote 10: Pension and Postretirement BenefitsNote 11: Income TaxesNote 12: Financial InstrumentsNote 13: Fair Value MeasurementsNote 14: Commitments and ContingenciesNote 15: SegmentsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem Incorporation By ReferenceItem 16. Form 10-k Summary

Exhibits

3.1 Restated Articles of Incorporation of H.B. Fuller Company, as amended Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended September 2, 2006. 3.2 By-Laws of H.B. Fuller Company Exhibit 3.1 to the Current Report on Form 8-K dated December 2, 2015. 3.3 Statement of Cancellation, dated October 13, 2016 Exhibit 3.1 to the Current Report on Form 8-K dated October 12, 2016. 4.1 Form of Certificate for common stock, par value $1.00 per share Exhibit 4.1 to the Current Report on Form 10-Q dated March 30, 2023. 4.2 Indenture, dated February 14, 2017, between H.B. Fuller Company and U.S. Bank National Association, as Trustee Exhibit 4.1 to the Current Report on Form 8-K dated February 9, 2017. 4.3 First Supplemental Indenture, dated February 14, 2017, between H.B. Fuller Company and U.S. Bank National Association, as Trustee, relating to the 4.0000% Notes due 2027 Exhibit 4.2 to the Current Report on Form 8-K dated February 9, 2017. 4.4 Amendment No. 1 to First Supplemental Indenture, dated February 14, 2017 betweenH.B. Fuller Company and U.S. Bank National Association, as Trustee, relating to the 4.0000% Notes due 2027 Exhibit 4.6 to the Current Report on Form 10-K dated January 31, 2018. 4.5 Second Supplemental Indenture, dated October 20, 2020, between H.B. Fuller Company and U.S. Bank National Association, as Trustee, relating to the 4.250% Notes due 2028 Exhibit 4.1 to the Current Report on Form 8-K dated October 20, 2020. 4.6 Form of Global Note representing the 4.000% Notes due 2027 (included in Exhibit 4.3) Exhibit 4.2 to the Current Report on Form 8-K dated February 9, 2017. 4.7 Form of Global Note representing the 4.250% Notes due 2028 (included in Exhibit 4.5) Exhibit 4.1 to the Current Report on Form 8-K dated October 20, 2020. 4.8 Description of Securities Exhibit 4.8 to the Annual Report on Form 10-K dated January 24, 2020. 10.1 Second Amended and Restated Credit Agreement, dated February 15, 2023, among H.B. Fuller Company and JPMorgan Chase Bank, N.A., as administrative agent and the various other parties named thereto. Exhibit 10.1 to the Current Report on Form 8-K dated February 21, 2023. 10.2 Amendment No. 1, dated as of August 16, 2023, to the Second Amended and Restated Credit Agreement, dated February 15, 2023, among H.B. Fuller Company and JPMorgan Chase Bank, N.A., as administrative agent and the various other parties named thereto. Exhibit 10.1 to the Current Report on Form 10-Q dated September 28, 2023. 10.3 Amended and Restated H.B. Fuller Company Year 2000 Stock Incentive Plan Exhibit 10.1 to the Current Report on Form 8-K dated April 5, 2006. 10.4 H.B. Fuller Company Supplemental Executive Retirement Plan II 2008 Exhibit 10.2 to the Current Report on Form 8-K dated December 19, 2007. 10.5 First Declaration of Amendment dated December 15, 2008 to the H.B. Fuller Company Supplemental Executive Retirement Plan II - 2008 Exhibit 10.5 to the Annual Report on Form 10-K for the year ended November 29, 2008. 10.6 Second Declaration of Amendment dated May 31, 2011 to the H.B. Fuller Company Supplemental Executive Retirement Plan II - 2008 Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended May 28, 2011. 10.7 Third Declaration of Amendment dated September 30, 2021 to the H.B. Fuller Company Supplemental Executive Retirement Plan II - 2008 Exhibit 10.9 to the Annual Report on Form 10-K for the year ended November 27, 2021. *10.10 Amendment to the H.B. Fuller Company Executive Benefit Trust dated December 19, 2007 Exhibit 10.3 to the Current Report on Form 8-K dated December 19, 2007. *10.11 Amendment to the H.B. Fuller Company Executive Benefit Trust dated March 31, 2009 Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended May 30, 2009. *10.12 H.B. Fuller Company Key Employee Deferred Compensation Plan (2021 Restatement) Exhibit 10.11 to the Annual Report on Form 10-K for the year ended November 27, 2021. *10.13 Form of Change-in-Control Agreement between H.B. Fuller Company and each of its executive officers Exhibit 10.11 to the Annual Report on Form 10-K for the year ended November 29, 2008. *10.14 Form of Change-in-Control Agreement between H.B. Fuller Company and each of its executive officers for agreements entered into after January 24, 2019 Exhibit 10.9 to the Current Report on Form 8-K dated January 24, 2019. *10.15 Form of Severance Agreement between H.B. Fuller Company and each of its executive officers Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended May 31, 2008. *10.16 Form of Severance Agreement between H.B. Fuller Company and each of its executive officers hired on or after October 2023 Filed herewith. *10.17 Form of Non-Qualified Stock Option Agreement under the Amended and Restated H.B. Fuller Company Year 2000 Stock Incentive Plan for awards made on or after January 24, 2013 Exhibit 10.1 to the Current Report on Form 8-K dated January 24, 2013. *10.18 Form of Non-Qualified Stock Option Agreement under the H.B. Fuller Company 2013 Master Incentive Plan for awards made on or after January 23, 2014 Exhibit 10.2 to the Current Report on Form 8-K dated January 23, 2014. *10.19 Form of Non-Qualified Stock Option Agreement under the H.B. Fuller Company 2016 Master Incentive Plan for awards made on or after April 7, 2016 Exhibit 10.1 to the Current Report on Form 8-K dated April 6, 2016. *10.20 Form of Non-Qualified Stock Option Agreement under the H.B. Fuller Company 2016 Master Incentive Plan for awards made on or after October 20, 2017 Exhibit 10.2 to the Current Report on Form 8-K dated October 20, 2017. *10.21 Form of Non-Qualified Stock Option Agreement under the H.B. Fuller Company 2018 Master Incentive Plan for awards made on or after April 12, 2018 Exhibit 10.1 to the Current Report on Form 8-K dated April 18, 2018. *10.22 Form of Non-Qualified Stock Option Agreement under the H.B. Fuller Company 2018 Master Incentive Plan for awards made on or after January 24, 2019 Exhibit 10.1 to the Current Report on Form 8-K dated January 24, 2019. *10.23 Form of Non-Qualified Stock Option Agreement under the H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 2, 2020 Exhibit 10.1 to the Current Report on Form 8-K dated April 2, 2020. *10.24 Form of Restricted Stock Unit Award Agreement under the H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 2, 2020 Exhibit 10.2 to the Current Report on Form 8-K dated April 2, 2020. *10.25 Form of Restricted Stock Unit Award Agreement for the CEO under the H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 2, 2020 Exhibit 10.3 to the Current Report on Form 8-K dated April 2, 2020. *10.26 Form of Performance Share Award Agreement under the H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 2, 2020 Exhibit 10.4 to the Current Report on Form 8-K dated April 2, 2020. *10.27 Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 2, 2020 Exhibit 10.5 to the Current Report on Form 8-K dated April 2, 2020. *10.28 Form of Restricted Stock Unit (CEO) Award Agreement under the H.B. Fuller Company 2020 Master Incentive Plan Exhibit 10.1 to the Current Report on Form 8-K dated January 27, 2021. *10.29 Form of Performance-Based Non-Qualified Stock Option (CEO TSR) Award Agreement under the H.B. Fuller Company 2020 Master Incentive Plan Exhibit 10.2 to the Current Report on Form 8-K dated January 27, 2021. *10.30 Form of Non-Qualified Stock Option Agreement under the Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after January 24, 2022 Exhibit 10.1 to the Current Report on Form 10-K dated January 24, 2022. *10.31 Form of Restricted Stock Unit Award Agreement under the Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after January 24, 2022 Exhibit 10.2 to the Current Report on Form 10-K dated January 24, 2022. *10.32 Form of Performance Share Award Agreementunder the Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after January 24, 2022 Exhibit 10.3 to the Current Report on Form 10-K dated January 24, 2022. *10.33 Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 7, 2022 Exhibit 10.1 to the Current Report on Form 10-Q dated June 23, 2022. *10.34 Form of Non-Qualified Stock Option Agreement under the Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 6, 2023 Exhibit 10.2 to the Current Report on Form 10-Q dated June 29, 2023. *10.35 Form of Restricted Stock Unit Award Agreement under the Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 6, 2023 Exhibit 10.3 to the Current Report on Form 10-Q dated June 29, 2023. *10.36 Form of Performance Share Award Agreement under the Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 6, 2023 Exhibit 10.4 to the Current Report on Form 10-Q dated June 29, 2023. *10.37 Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 6, 2023 Exhibit 10.1 to the Current Report on Form 10-Q dated June 23, 2022. *10.38 H.B. Fuller Company Defined Contribution Restoration Plan (As Amended and Restated Effective January 1, 2008) Exhibit 10.4 to the Current Report on Form 8-K dated December 19, 2007. *10.39 First Amendment of the H.B. Fuller Company Defined Contribution Restoration Plan (2008 Amendment and Restatement) Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended May 31, 2008. *10.40 Second Amendment of the H.B. Fuller Company Defined Contribution Restoration Plan(2008 Amendment and Restatement) Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 1, 2019. *10.41 Third Amendment of the H.B. Fuller Company Defined Contribution Restoration Plan Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 2, 2019. *10.42 Fourth Amendment of the H.B. Fuller Company Defined Contribution Restoration Plan (As Amended and Restated Effective January 1, 2008) Exhibit 10.43 to the Annual Report on Form 10-K for theyear ended November 28, 2020. *10.43 Fifth Amendment to the H.B. Fuller Company Defined Contribution Restoration Plan (As Amended and Restated Effective January 1, 2008) Exhibit 10.40 to the Annual Report on Form 10-K for the year ended November 27, 2021. *10.44 H.B. Fuller Company DirectorsDeferred Compensation Plan (2008 Amendment and Restatement) Exhibit 10.22 to the Annual Report on Form 10-K for the year ended November 29, 2008. *10.45 First Amendment of H.B. Fuller Company Directors Deferred Compensation Plan (2008 Amendment and Restatement) Exhibit 10.23 to the Annual Report on Form 10-K for the year ended November 29, 2008. *10.46 H.B. Fuller Company 2009 Director Stock Incentive Plan Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended May 30, 2009. *10.47 H.B. Fuller Company Management Short-Term Incentive Plan for Executive Officers Filed herewith. *10.48 H.B. Fuller Company 2013 Master Incentive Plan Annex B to the H.B. Fuller Company Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 27, 2013. *10.49 H.B. Fuller Company 2016 Master Incentive Plan Annex B to the H.B. Fuller Company Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 24, 2016. *10.50 H.B. Fuller Company 2018 Master Incentive Plan Annex B to the H.B. Fuller Company Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 28, 2018. *10.51 Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan Annex B to the H.B. Fuller Company Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 24, 2021. *10.52 Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan Annex B to the H.B. Fuller Company Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 22, 2023. 21 List of Subsidiaries 23.1 Consent of Ernst & Young LLP 24 Power of Attorney 31.1 302 CertificationCeleste B. Mastin 31.2 302 CertificationJohn J. Corkrean 32.1 906 CertificationCeleste B. Mastin 32.2 906 CertificationJohn J. Corkrean 97.1 Executive and Key Manager Compensation Recovery Policy Filed herewith.