H.B. Fuller Company (FUL) Earnings Call Transcript & Summary

Good afternoon, and welcome to the 2020 H.B. Fuller Annual Meeting of Shareholders. I would now like to turn the conference over to Jim Owens, President and CEO of H.B. Fuller. Mr. Owens, please go ahead.

Good afternoon. I'm Jim Owens, President and CEO, and it's my pleasure to welcome you to our 2020 Annual Meeting of Shareholders. I'm joined today by Lee Mitau, our Chairman, who will preside over this meeting. It is just after 10:00 a.m. on Tuesday, April 2, 2020, and I call this meeting to order. On behalf of our directors, officers and employees, I want to thank you for joining us for this virtual annual meeting of shareholders. Following the official items of business, we will answer questions related to the proposals submitted on the website. If you have logged into the meeting with your control number, you may ask a question by typing it into the box at the bottom of the screen any time during this meeting. Now Tim Keenan, Vice President, General Counsel and Corporate Secretary of H.B. Fuller Company will go through the business agenda.

Thank you, Jim. We're pleased to be joined today by all members of our Board of Directors. Also in attendance on behalf of Ernst & Young LLP, our independent auditing firm, is Bill Miller. I also would like to welcome [ Christine Sundberg ], who operates Broadridge and is the Inspector of Elections for this meeting. Let's turn our attention to today's business. I have an affidavit from our Inspector of Elections that the mailing of our annual report, proxy statement and proxy card commenced on February 19, 2020, to shareholders of record on February 5, 2020. The majority of the voting power of those shares is represented at this meeting by proxy. A quorum, therefore, is present, and I now declare this meeting open for official business. We have 4 proposals before us today as presented in the proxy statement. The first is the election of directors. Two directors have been nominated and named in the proxy statement for election to a 3-year term expiring at the 2023 annual meeting. They are Daniel L. Florness and Lee R. Mitau. In addition, 1 Director, R. William Van Sant, has been nominated and named in the proxy statement for election to a 1-year term expiring at the 2021 annual meeting. All are currently serving as directors. The Board of Directors recommends a vote for the election of these directors. The second proposal is to provide shareholders with an advisory vote on the compensation of our named executive officers as disclosed in our proxy statement. This advisory vote on executive compensation is not binding on the company's Board of Directors. However, the Board of Directors will take into account the result of the vote when determining future executive compensation arrangements. The Board of Directors recommends a vote for this proposal. The third proposal is for the ratification of the appointment of our independent registered public accounting firm, Ernst & Young LLP for the fiscal year ending November 28, 2020. The Board of Directors recommends a vote for the ratification of the appointment of Ernst & Young LLP. The fourth and final proposal is to approve the H.B. Fuller Company 2020 Master Incentive Plan. The Board recommends a vote for this proposal as well. We will now turn our attention to the voting of the shares. If you are a shareholder of record and you have not yet submitted a proxy card, and wish to vote on these proposals, or wish to revoke a proxy card you have previously signed, you may vote your shares by clicking on the vote here button on your screen now. You will need the control number provided on the notice regarding the availability of proxy materials that you received in order to vote your shares online. We will now pause to allow shareholders to vote. [Voting]

The polls are now officially closed, and I would like to announce the results of the voting. Daniel L. Florness, Lee R. Mitau and R. William Van Sant have each been elected to the Board of Directors. The advisory vote on the compensation of our named executive officers, as described in our proxy statement, has passed. The proposal to ratify the appointment of Ernst & Young LLP has been approved. And finally, the H.B. Fuller Company 2020 Master Incentive Plan has been approved. There being no other business to attend to, I declare the business portion of the 2020 annual meeting concluded. Jim Owens will now lead the question-and-answer period.

Thanks, Tim. At this point, we would be happy to take your questions as well as answer any questions received in advance of this meeting via the instructions in the proxy statement. Once again, if you have logged into the meeting with your control number and would like to ask a question, you may do so now by typing your question into the box at the bottom of the screen. We will address questions related to the proposals at this meeting. If you have general questions about H.B. Fuller, please include your contact information, so we can respond directly to you after the meeting. We've allotted up to 10 minutes to answer questions. We will now pause to allow questions to be submitted. We have received no questions. If at any time, you have a question about H.B. Fuller that you wish to have answered, please contact Barbara Doyle, Vice President, Investor Relations at (651) 236-5023. I would like to conclude by thanking everyone again for participating in today's meeting. I'd also like to wish each person on this call good health as they deal with the COVID-19 crisis. Thank you for your continued support of H.B. Fuller. The meeting is now adjourned.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.