H.B. Fuller Company (FUL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 15, 2025, will be held virtually, allowing global participation and electronic voting.

• Key 2024 performance highlights include net revenue of $3.57 billion, net income of $130 million, and an 8.5% increase in quarterly dividends.

• Strategic actions included cost structure streamlining, several acquisitions, and the divestiture of the flooring business.

• Adjusted EBITDA reached $594 million, with a record high adjusted EBITDA margin of 16.6%.

Voting matters and shareholder proposals

• Election of three directors for three-year terms until 2028.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2025.

• Advisory vote on executive compensation (Say on Pay).

• Approval of the third amendment and restatement of the 2020 Management Incentive Plan, increasing authorized shares by 2,000,000 and adopting other amendments.

Board of directors and corporate governance

• Board consists of eight directors, with a focus on diversity in experience, skills, gender, and ethnicity.

• 87.5% of the Board is independent; 50% women, 12.5% ethnically or racially diverse.

• Board committees: Audit, Compensation, and Corporate Governance and Nominating, all with independent members.

• Annual board and committee performance evaluations are conducted.

• Shareholder engagement is ongoing, with feedback influencing governance and compensation programs.