FUL DEF 14A DEF-14A Report April 8, 2021 | Alphaminr
FULLER H B CO

FUL DEF 14A Report ended April 8, 2021

FULLER H B CO
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PROXIES
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TABLE OF CONTENTS
PROXY SUMMARYQUESTIONS AND ANSWERS ABOUT THE MEETINGSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTDELINQUENT SECTION 16(a) REPORTSPROPOSAL 1ELECTION OF DIRECTORSProposalWho are the nominees?How can a shareholder suggest a candidate for election to the Board?Who are the remaining directors?CORPORATE GOVERNANCECorporate Governance GuidelinesCode of Business ConductCommunications with DirectorsDirector IndependenceMeetings of the Board and the Board's CommitteesWhat are the roles of the Boards Committees?Boards Role in Oversight of RiskBoard Leadership StructureDirector ElectionsBoard Performance EvaluationCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSDIRECTOR COMPENSATION2020 Review of Director CompensationCash FeesExpense ReimbursementEquity AwardsDirectors Deferred Compensation PlanH.B. Fuller Company 2020 Master Incentive PlanPhysical ExaminationsMatching Gifts to Educational, Arts and Cultural Organizations ProgramDirector Compensation TableFiscal Year 2020Stock Ownership GuidelinesEXECUTIVE COMPENSATIONCompensation Discussion and AnalysisCompensation Committee ReportSummary Compensation TableGrants of Plan-Based Awards During Fiscal 2020Outstanding Equity Awards at Fiscal 2020 Year-EndOption Exercises and Stock Vested Fiscal Year 2020Nonqualified Deferred Compensation Fiscal Year 2020Potential Payments Upon Termination or Change-in-ControlExecutive Benefit and Payments Upon Termination Fiscal Year 2020CEO PAY RATIO DISCLOSUREProposal 2 Non-Binding Advisory Vote on Executive CompensationAUDIT COMMITTEE REPORTFEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPROPOSAL 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPROPOSAL 4 APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE H.B. FULLER COMPANY 2020 MASTER INCENTIVE PLAN TO INCREASE SHARES AND ADOPT CERTAIN OTHER AMENDMENTSHOUSEHOLDING OF PROXY MATERIALSANNEX A RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION A-1ANNEX B AMENDED AND RESTATED H.B. FULLER COMPANY 2020 MASTER INCENTIVE PLAN B-1