Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

(b) On December 1, 2021, the Board of Directors of H.B. Fuller Company (the "Company") accepted the resignation of Maria Teresa Hilado as a director of the Company effective immediately. Ms. Hilado's resignation as a director of the Company is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

(d) On November 30, 2021, the Board of Directors of H.B. Fuller Company (the "Company") elected Dr. Srilata ("Sri") Zaheer as a Class I director of the Company, effective April 6, 2022, for an initial term expiring at the Company's 2024 annual meeting of shareholders. Dr. Zaheer will serve on the Audit Committee and the Compensation Committee of the Board of Directors.

Dr. Zaheer currently serves as the Dean of University of Minnesota's Carlson School of Management. She was appointed Dean at the Carlson School of Management in March 2012, where she also holds the Elmer L. Andersen Chair in Global Corporate Social Responsibility.

Dr. Zaheer also serves as the chair of the Federal Reserve Bank of Minneapolis. She has served as a director of the Federal Reserve Bank of Minneapolis since 2017, and as Chair of the Board since January 2020.

For service as a director of the Company, Dr. Zaheer will receive an annual cash retainer of $100,000, pro-rated for Dr. Zaheer's time of service on the Board of Directors during 2022 and will also receive an initial grant of 1,300 shares of restricted stock units of the Company. Directors are also eligible for an annual discretionary grant of deferred phantom stock units valued at $135,000.

Other than as described herein, there are no arrangements or understandings between Dr. Zaheer and any other persons pursuant to which Dr. Zaheer was selected as a director of the Company. The Company regularly makes charitable contributions to the University of Minnesota, including the Carlson School of Management, where Dr. Zaheer is Dean. The contributions for fiscal year 2021 were approximately $117,500. The majority of this amount relates to support for student scholarships. The Company also paid approximately $198,900 to the University of Minnesota for services provided during fiscal year 2021.

Effective December 1st (and prior to the appointment of Dr. Zaheer) the number of directors of the Company is nine, eight of whom are independent.


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