FULLER H B CO — fact timeline

FULLER H B CO reported fiscal 2026 results: EPS $4.55 to $4.90. Guidance raised.

“As a result of our year-to-date performance and current macroeconomic conditions, we are updating our previously communicated financial guidance for the following items for fiscal 2026: ■ Net revenue for fiscal 2026 is now expected to be up mid-single digits; organic revenue is now expected to be up low-single digits and the impact from foreign exchange is now expected to be positive 1% to 2%; ■ Adjusted EBITDA for fiscal 2026 is now expected to be in the range of $645 million to $675 million; ■ Adjusted EPS (diluted) is now expected to be in the range of $4.55 to $4.90;”

FULLER H B CO reported the first quarter ended February 28, 2026 results: revenue $771 million, net income $21 million, EPS $0.38. Guidance raised.

“– H.B. Fuller Company (NYSE: FUL) today reported financial results for its first quarter that ended February 28, 2026. First Quarter 2026 Noteworthy Items: ■ Net revenue was $771 million; organic revenue was down 6.6% year-on-year; ■ Gross margin was 30.6%; adjusted gross margin of 31.3% increased 170 basis points year-on-year driven by restructuring savings from”

Lee R. Mitau retired as member of the Board at FULLER H B CO.

“and as a member of the Board, effective January 23, 2025”

Lee R. Mitau retired as Chair of the Board of Directors at FULLER H B CO.

“Lee R. Mitau, Chair of the Board of Directors (the “Board”) of H.B. Fuller Company (the “Company”), notified the Company of his retirement as Chair, effective January 21, 2025”

Traci L. Jensen retired as Executive Vice President and Chief Administrative Officer at FULLER H B CO.

“On October 1, 2024, Traci L. Jensen, Executive Vice President and Chief Administrative Officer of H.B. Fuller Company (the “Company”), notified the Company of her retirement, effective November 30, 2024.”

FULLER H B CO shareholders approved Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Company’s 2024 proxy statement at the 2024-04-11 meeting.

“The voting results on a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Company’s 2024 proxy statement were as follows: For Against Abstain Broker Non-Votes 47,799,582 1,431,498 166,535 2,065,952”

FULLER H B CO shareholders approved Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending November 30, 2024 at the 2024-04-11 meeting.

“Votes regarding ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending November 30, 2024 were as follows: For Against Abstain 50,031,317 1,405,090 27,160”

FULLER H B CO shareholders approved Election of three directors at the 2024-04-11 meeting.

“On April 11, 2024, H.B. Fuller Company (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) for the purposes of the election of three directors, the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2024, and a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Company’s 2024 proxy statement.”

FULLER H B CO reported first quarter ended March 2, 2024 results: revenue $810 million, net income $31 million, EPS $0.55 per diluted share. Guidance reaffirmed.

“reported financial results for its first quarter that ended March 2, 2024. First Quarter 2024 Noteworthy Items: ■ Net revenue was $810 million, up slightly year-on-year;”

FULLER H B CO incurred term loan of $994,000,000 with JPMorgan Chase Bank, N.A. at 200 basis points for SOFR rate loans and 100 basis points for prime rate loans.

“Pursuant to the Refinancing and Incremental Amendment, (i) the existing Term B loans under the Credit Agreement were refinanced by "Refinancing Loans" (as defined in the Credit Agreement) in the principal amount of $794,000,000 (the "Amended TLB"), (ii) certain lenders party to the Refinancing and Incremental Amendment made additional Term B loans to the Company in the principal amount of $200,000,000, thereby increasing the aggregate principal amount of the Amended TLB to $994,000,000, and (iii) the interest rate margins applicable to the Amended TLB were decreased by 25 basis points (0.25% per annum) to 200 basis points for SOFR rate loans and 100 basis points for prime rate loans.”

FULLER H B CO entered into Refinancing and Incremental Amendment with JPMorgan Chase Bank, N.A. and the various lenders party thereto valued at Refinancing of existing Term B loans and incremental increase to $994,000,000 aggregate principal (effective 2024-03-04).

“On March 4, 2024, H.B. Fuller Company, a Minnesota corporation (the “Company”), entered into a Refinancing and Incremental Amendment (the “Refinancing and Incremental Amendment”) with JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent”), the various lenders party thereto and certain of the Company’s subsidiaries, which amends the Second Amended and Restated Credit Agreement dated as of February 15, 2023, as previously amended, among the Company, the lenders from time to time party thereto and the Administrative Agent (as amended by the Refinancing and Incremental Amendment, the “Credit Agreement”).”

FULLER H B CO reported the fourth quarter and fiscal year ended December 2, 2023 results: revenue $903 million, net income $45 million, EPS $0.80 per diluted share.

“record fourth quarter adjusted EBITDA margin on exceptional execution and proactive response to significant customer destocking activity throughout the year; ■ Net revenue was $903 million, down 5.8% year-on-year; net revenue was up 1.2% year-on-year on a 13-week comparable basis; organic revenue decreased 3.5% year-on-year, driven by slightly lower pricing and”

FULLER H B CO updated its fiscal 2023 guidance (lowered).

“Net revenue for fiscal 2023 is now expected to be in the range of $3.50 billion to $3.55 billion with organic revenue down 4.5% to 5.5% versus fiscal 2022, reflecting lower volume expectations due to customer destocking actions and slower than anticipated underlying demand conditions;”

FULLER H B CO reported third quarter ended September 2, 2023 results: revenue $901 million, net income $38 million, EPS $0.67.

“– H.B. Fuller Company (NYSE: FUL) today reported financial results for its third quarter that ended September 2, 2023. Third Quarter 2023 Noteworthy Items: ■ Net revenue of $901 million, down 4.3% year-on-year; organic revenue decreased 7.4% year-on-year, driven by lower volume; ■ Gross margin was 29.3%; adjusted gross margin of 30.0% increased 350 basis points”

FULLER H B CO announced a restructuring with charges of approximately $20 million ($15 million after tax) affecting Beardow Adams Holdings Ltd. acquisition integration ($11 million ($8 million after tax) for severance and related employee costs globally).

“On July 17, 2023, H.B. Fuller Company (the “Company”) approved a restructuring plan (the “Plan”) related to the integration of our acquisition of Beardow Adams Holdings Ltd. The Plan is in addition to the previously disclosed restructuring plan approved on March 27, 2023. In implementing the Plan, the Company currently expects to incur costs of approximately $20 million ($15 million after tax), which includes (i) cash expenditures of approximately $11 million ($8 million after tax) for severance and related employee costs globally and (ii) approximately $9 million ($7 million after tax) of other restructuring costs related to the consolidation and optimization of production facilities, streamlining of processes, accelerated depreciation of long-lived assets and the payment of anticipated income taxes in certain jurisdictions related to the Plan. The Plan will be initiated in the third quarter of fiscal year 2023 and is currently expected to be completed in fiscal year 2026.”

FULLER H B CO reported second quarter ended June 3, 2023 results: revenue $898 million, net income $40 million, EPS $0.73 per diluted share.

“■ Net revenue of $898 million, down 9.6% year-on-year; organic revenue decreased 8.3% year-on-year, driven by lower volume; ■ Gross margin was 28.6%; adjusted gross margin of 29.0% increased 330 basis points year-on-year, driven by the combined impact of pricing and raw material cost actions; ■ Net income was $40 million; adjusted EBITDA was $143 million, at the mid-point of Company guidance and up 3% year-on-year, adjusted EBITDA margin expanded 190 basis points year-on-year to 15.9%; ■ Reported EPS (diluted) was $0.73; adjusted EPS (diluted) was $0.93”

FULLER H B CO shareholders approved Approval of the second amendment and restatement of the H.B. Fuller Company 2020 Master Incentive Plan to increase shares and adopt certain other amendments at the 2023-04-06 meeting.

“The voting results on the approval of the second amendment and restatement of the H.B. Fuller Company 2020 Master Incentive Plan to increase shares and adopt certain other amendments were as follows: For Against Abstain Broker Non-Votes 32,834,557 15,809,209 88,009 2,123,886”

FULLER H B CO shareholders approved Non-binding advisory vote on frequency of an advisory vote on executive compensation at the 2023-04-06 meeting.

“The voting results on a non-binding advisory vote on frequency of an advisory vote on executive compensation were as follows: One Year Two Years Three Years Abstain 46,640,969 40,509 2,016,456 33,841”

FULLER H B CO shareholders approved Non-binding advisory vote to approve the compensation of the Company's named executive officers as disclosed in the Company's 2023 proxy statement at the 2023-04-06 meeting.

“The voting results on a non-binding advisory vote to approve the compensation of the Company's named executive officers as disclosed in the Company's 2023 proxy statement were as follows: For Against Abstain Broker Non-Votes 45,666,929 2,818,110 246,736 2,123,886”

FULLER H B CO shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 2, 2023 at the 2023-04-06 meeting.

“Votes regarding ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 2, 2023, were as follows: For Against Abstain 48,921,071 1,884,155 50,435”

FULLER H B CO shareholders approved Election of three directors at the 2023-04-06 meeting.

“The voting results for the election of three directors were as follows: For Withheld Broker Non-Votes Daniel L. Florness (three-year term) 47,134,581 1,597,194 2,123,886 Lee R. Mitau (three-year term) 46,067,883 2,663,892 2,123,886 Teresa J. Rasmussen (three-year term) 47,646,637 1,085,138 2,123,886”

FULLER H B CO reported the first quarter ended March 4, 2023 results: revenue $809 million, net income $22 million, EPS $0.39 per diluted share.

“Minn. – H.B. Fuller Company (NYSE: FUL) today reported financial results for its first quarter that ended March 4, 2023. First Quarter 2023 Noteworthy Items: ■ Net revenue of $809 million, down 5.5% year-on-year, in-line with Company expectations; organic revenue decreased 2.5% year-on-year, driven by lower volume, offset by favorable pricing; ■ Gross margin was”

FULLER H B CO announced a restructuring with charges of approximately $15.0 million to $20.0 million ($12.4 million to $16.4 million after-tax) affecting global.

“On March 27, 2023, the Company approved a restructuring plan (the “Plan”) related to organizational changes and other actions to optimize operations. In implementing the Plan, the Company currently expects to incur costs of approximately $15.0 million to $20.0 million ($12.4 million to $16.4 million after-tax), which includes (i) cash expenditures of approximately $13.8 million to $15.0 million ($11.1 million to $12.1 million after tax) for severance and related employee costs globally and (ii) other restructuring costs related to streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plan.”

FULLER H B CO amended Second Amended and Restated Credit Agreement with the lenders from time to time party thereto and JPMorgan Chase Bank, N.A. as administrative agent (effective 2023-02-15).

“On February 15, 2023, H.B. Fuller Company, a Minnesota corporation (the “ Company ”), entered into a Second Amended and Restated Credit Agreement with the lenders from time to time party thereto and JPMorgan Chase Bank, N.A. as administrative agent (the “ Administrative Agent ”) (the “ Amended Credit Agreement ”), pursuant to which the Company, the Administrative Agent and the lenders party thereto have amended and restated the Amended and Restated Credit Agreement, dated as of October 20, 2020 (the “ Existing Revolving Credit Agreement ”), as previously amended”

Charles T. Lauber was elected as director at FULLER H B CO.

“On November 29, 2022, the Board of Directors of H.B. Fuller Company (the “Company”) elected Charles (“Chuck”) T. Lauber, age 60, as a Class II director of the Company, effective January 23, 2023, for an initial term expiring at the Company’s 2025 annual meeting of shareholders.”

Celeste B. Mastin was elected as Director at FULLER H B CO.

“Ms. Mastin has also been elected to the Board of Directors of the Company, effective December 4, 2022.”

Celeste B. Mastin was appointed as President and Chief Executive Officer at FULLER H B CO.

“Celeste B. Mastin has been appointed President and Chief Executive Officer of the Company, effective December 4, 2022.”

James J. Owens departed as President and Chief Executive Officer at FULLER H B CO.

“James J. Owens will retire from both the Board of Directors of the Company and the position of President and Chief Executive Officer of the Company, effective December 3, 2022.”

Dante C. Parrini resigned as Director at FULLER H B CO.

“accepted the resignation of Dante C. Parrini as a director of the Company.”

Celeste B. Mastin was elected as Executive Vice President and Chief Operating Officer at FULLER H B CO.

“On February 23, 2022, the Company announced the election of Celeste B. Mastin as the Executive Vice President and Chief Operating Officer of the Company, effective March 7, 2022.”

Theodore M. Clark changed role as Strategic Advisor at FULLER H B CO.

“Effective March 7, 2022, Theodore M. Clark, Executive Vice President and Chief Operating Officer of H.B. Fuller Company (the "Company"), will transition from the Chief Operating Officer role and move into a strategic advisory role with the Company.”

John C. van Roden, Jr. retired as director at FULLER H B CO.

“John C. van Roden, Jr. notified the Board of Directors of H.B. Fuller Company (the “Company”) of his retirement as a director of the Company effective at the end of his current term, April 7, 2022.”

Srilata Zaheer was elected as Director at FULLER H B CO.

“elected Dr. Srilata ("Sri") Zaheer as a Class I director of the Company, effective April 6, 2022”

Maria Teresa Hilado resigned as Director at FULLER H B CO.

“accepted the resignation of Maria Teresa Hilado as a director of the Company effective immediately.”

Andrew E. Tometich departed as Executive Vice President, Hygiene, Health & Consumable Adhesives at FULLER H B CO.

“On September 8, 2021, H.B. Fuller Company (the “Company”) announced the resignation of Andrew E. Tometich as the Executive Vice President, Hygiene, Health & Consumable Adhesives, of the Company effective September 17, 2021.”