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

Executive summary

• The 2026 Annual Meeting will be held virtually on April 16, 2026, with shareholders able to vote and submit questions electronically.

• Key business includes electing three directors, ratifying the appointment of Ernst & Young LLP as auditor, and a non-binding advisory vote on executive compensation.

• 2025 financial highlights: net revenue of $3.47B, net income of $152M, adjusted EPS of $4.24, adjusted EBITDA of $621M, and a 5.6% increase in quarterly dividends.

• The company continued to focus on higher-margin, faster-growing segments and delivered record adjusted EBITDA margin of 17.9%.

Voting matters and shareholder proposals

• Shareholders will vote on the election of three Class III directors for terms expiring in 2029.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2026 is up for shareholder approval.

• Advisory vote on executive compensation (Say on Pay) is included, with prior year support at 97%.

Board of directors and corporate governance

• Board consists of nine directors in three classes, with a strong emphasis on diversity: 56% women, 11% ethnically/racially diverse, and 89% independent.

• Board committees include Audit, Compensation, and Corporate Governance and Nominating, all chaired by independent directors.

• Annual board and committee performance evaluations are conducted, and a code of business conduct applies to all directors and employees.

• Shareholder recommendations for director nominees are considered using established criteria for diversity and experience.