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): April 10, 2014
H.B. FULLER COMPANY
(Exact name of registrant as specified in its charter)
Commission File Number: 001-09225
| Minnesota | 41-0268370 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
1200 Willow Lake Boulevard
P.O. Box 64683
St. Paul, MN 55164-0683
(Address of principal executive offices, including zip code)
(651) 236-5900
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 CFR 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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 10, 2014, H.B. Fuller Company (the “Company”) held its 2014 Annual Meeting of Shareholders (“Annual Meeting”) for the purposes of the election of three directors for a three-year term, a non-binding advisory vote to approve the compensation of our named executive officers disclosed in the proxy statement, and the ratification of the appointment of KPMG LLP as H.B. Fuller’s independent registered public accounting firm for the fiscal year ending November 29, 2014. As of the record date, there were a total of 50,056,282 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 47,185,754 shares of Common Stock were represented in person or by proxy, therefore a quorum was present.
The voting results for the election of three directors for a three year-term were as follows:
| For | Withheld | Broker Non-Votes | ||||||||||
| J. Michael Losh |
36,346,530 | 7,711,007 | 3,128,217 | |||||||||
| Lee R. Mitau |
42,740,620 | 1,316,917 | 3,128,217 | |||||||||
| R. William Van Sant |
42,546,631 | 1,510,906 | 3,128,217 | |||||||||
The voting results on a non-binding advisory vote to approve the compensation of the Company’s named executive officers disclosed in the Company’s 2014 proxy statement were as follows:
| For |
Against | Abstain | Broker Non-Votes | |||
| 41,373,813 |
1,842,976 | 840,748 | 3,128,217 |
Votes regarding ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending November 29, 2014, were as follows:
| For |
Against | Abstain | ||
| 46,357,419 |
778,731 | 49,604 |
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.
| H.B. FULLER COMPANY | ||
| By: | /s/ Timothy J. Keenan | |
| Timothy J. Keenan Vice President, General Counsel and Corporate Secretary | ||
Date: April 11, 2014