Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On April 2, 2020 at the 2020 Annual Meeting of Shareholders of H.B. Fuller Company (the "Company"), the shareholders of the Company approved the H.B. Fuller Company 2020 Master Incentive Plan. Effective the same day, the Compensation Committee of the Board of Directors of the Company approved the forms of Non-Qualified Stock Option Agreement, Restricted Stock Unit Award Agreement, Restricted Stock Unit Award Agreement for the CEO, Performance Share Award Agreement, and Restricted Stock Unit Award Agreement for Non-Employee Directors attached to this Report as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 respectively.

The Non-Qualified Stock Option Agreement and the Restricted Stock Unit Award Agreement forms provide for multi-year or cliff vesting of options and restricted stock units respectively. The Restricted Stock Unit Award Agreement for the CEO allows for vesting of restricted stock units in equal installments over a multi-year period only if one or more performance criteria are met at a threshold or higher level. The Performance Share Award Agreement provides for multi-year or cliff vesting of restricted stock units in the event that performance criteria are met at least at a threshold level. The number of restricted stock units that vest may increase from the threshold level if higher levels of performance are achieved for specified performance periods. The Restricted Stock Unit Award Agreement for Non-Employee Directors provides for a vesting of restricted stock units on the earlier of a date certain or the date a director reaches the mandatory retirement age. The foregoing description is qualified in its entirety by reference to the forms of the Agreements, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 respectively to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 2, 2020, H.B. Fuller Company (the "Company") held its 2020 Annual Meeting of Shareholders ("Annual Meeting") for the purposes of the election of three directors, a non-binding advisory vote to approve the compensation of our named executive officers disclosed in the proxy statement, the ratification of the appointment of Ernst & Young LLP as H.B. Fuller's independent registered public accounting firm for the fiscal year ending November 28, 2020 and the approval of the H.B. Fuller Company 2020 Master Incentive Plan. As of the record date, there was a total of 51,391,343 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 48,306,474 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 were as follows:





                         For       Withheld    Broker Non-Votes
Daniel L. Florness
(three-year term)     44,853,311   1,191,007      2,262,156
Lee R. Mitau
(three-year term)     43,905,381   2,138,937      2,262,156
R. William Van Sant
(one-year term)       43,634,133   2,410,185      2,262,156




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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 2020 proxy statement were as follows:





   For        Against    Abstain   Broker Non-Votes
37,120,694   8,800,191   123,433      2,262,156

Votes regarding ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending November 28, 2020, were as follows:





   For       Against   Abstain
48,020,659   245,632   40,183

The voting results on the approval of the H.B. Fuller Company 2020 Master Incentive Plan were as follows:





   For        Against    Abstain   Broker Non-Votes
43,276,374   2,646,544   121,400      2,262,156

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



  10.1   Form of Non-Qualified Stock Option Agreement under the H.B. Fuller
       Company 2020 Master Incentive Plan for awards made on or after April 2,
       2020


  10.2   Form of Restricted Stock Unit Award Agreement under the H.B. Fuller
       Company 2020 Master Incentive Plan for awards made on or after April 2,
       2020


  10.3   Form of Restricted Stock Unit Award Agreement for the CEO under the H.B.
       Fuller Company 2020 Master Incentive Plan for awards made on or after April
       2, 2020


  10.4   Form of Performance Share Award Agreement under the H.B. Fuller Company
       2020 Master Incentive Plan for awards made on or after April 2, 2020


  10.5   Form of Restricted Stock Unit Award Agreement for Non-Employee Directors
       under the H.B. Fuller Company 2020 Master Incentive Plan for awards made on
       or after April 2, 2020
  104  Cover Page Interactive Data File (formatted as Inline XBRL and contained in
       Exhibit 101)




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