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H.B. Fuller Company 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and H.B. Fuller Company’s Form 8-K, filed April 16, 2025 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 6Reported items
  • 327Asset managers
  • 2,279Fund votes
  • April 15, 2025Meeting date

Results at a glance

Meeting of April 15, 2025: 5 items on H.B. Fuller Company’s Form 8-K, filed April 16, 2025: 5 without a stated outcome.

Material dissent

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore H.B. Fuller Company in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by H.B. Fuller Company

These tallies are H.B. Fuller Company’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed April 16, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

H.B. Fuller Company — official shareholder meeting results, meeting held April 15, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Michael J. Happe (three-year term) 46,412,769---- 3,329,9031,715,019 93%Not verified—
Elect Director: Charles T. Lauber (three-year term) 48,819,572---- 923,1001,715,019 98%Not verified—
Elect Director: Celeste B. Mastin (three-year term) 49,549,591---- 193,0811,715,019 99.6%Not verified—
Votes regarding ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending November 29, 2025 were as follows: 51,140,675297,88219,134 ---- 99.4%Not verified—
The voting results on the approval of the third amendment and restatement of the H.B. 35,833,46413,858,64050,568 --1,715,019 72%Not verified—

Source: H.B. Fuller Company, Form 8-K, filed with the SEC on April 16, 2025 — read the filing on EDGAR.

How asset managers voted at the H.B. Fuller Company 2024-2025 meeting

Each item below shows how the 327 asset managers that disclosed a H.B. Fuller Company vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of H.B. Fuller Company’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: Celeste B. Mastin (three-year term)

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%
FOR: 49,549,591WITHHELD: 193,081
Details: description as filed, official tally, votes by 84 asset managers

Description as filed by funds: The election of three directors named in the attached Proxy Statement. Three directors will serve for a three-year term until the 2028 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier resignation or removal: Celeste B. Mastin (Class II)

H.B. Fuller Company’s own tally for this item (“Elect Director: Celeste B. Mastin (three-year term)”): 49,549,591 for, 193,081 withheld, per its Form 8-K filed April 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.6% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 84 asset managers below reported 30,182,440 for, 2,182 withheld.

FOR
FOR: 30,182,440WITHHOLD: 2,182
Largest asset managers voting on “The election of three directors named in the attached Proxy Statement. Three directors will serve for a three-” at H.B. Fuller Company, 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard6,404,8630 00For
BlackRock6,280,3200 00For
Capital Group2,680,0080 00For
Dimensional1,731,5300 00For
State Street1,542,7210 00For
T. Rowe Price1,504,9650 00For
Fidelity1,369,5790 00For
TRUST FOR PROFESSIONAL MANAGERS1,338,9880 00For
Victory Capital989,2910 00For
Charles Schwab733,6510 00For
Delaware/Macquarie692,7500 00For
Lord Abbett542,3980 00For
Equitable475,9980 00For
Brown Advisory Funds366,6260 00For
Virtus363,2460 00For
Bridge Builder Trust225,1360 00For
Goldman Sachs214,5030 00For
Principal203,4460 00For
Jackson National192,3930 00For
John Hancock184,5450 00For
JPMorgan163,1900 00For
WisdomTree143,6390 00For
TIAA142,7410 00For
ProShares120,3090 00For
MoA Funds Corp118,3260 00For

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.

2. Elect Director: Charles T. Lauber (three-year term)

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 48,819,572WITHHELD: 923,100
Details: description as filed, official tally, votes by 84 asset managers

Description as filed by funds: The election of three directors named in the attached Proxy Statement. Three directors will serve for a three-year term until the 2028 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier resignation or removal: Charles T. Lauber (Class II)

H.B. Fuller Company’s own tally for this item (“Elect Director: Charles T. Lauber (three-year term)”): 48,819,572 for, 923,100 withheld, per its Form 8-K filed April 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 84 asset managers below reported 29,793,854 for, 385,188 withheld, 5,580 abstained.

FOR
FOR: 29,793,854ABSTAIN: 5,580WITHHOLD: 385,188
Largest asset managers voting on “The election of three directors named in the attached Proxy Statement. Three directors will serve for a three-” at H.B. Fuller Company, 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard6,404,8630 00For
BlackRock6,280,3200 00For
Capital Group2,680,0080 00For
Dimensional1,731,5300 00For
State Street1,542,7210 00For
T. Rowe Price1,214,7950 0290,170Mixed
Fidelity1,369,5790 00For
TRUST FOR PROFESSIONAL MANAGERS1,338,9880 00For
Victory Capital989,2910 00For
Charles Schwab733,6510 00For
Delaware/Macquarie692,7500 00For
Lord Abbett542,3980 00For
Equitable417,1120 058,886Mixed
Brown Advisory Funds366,6260 00For
Virtus363,2460 00For
Bridge Builder Trust225,1360 00For
Goldman Sachs214,5030 00For
Principal203,4460 00For
Jackson National191,9290 4640For
John Hancock184,5450 00For
JPMorgan163,1900 00For
WisdomTree143,6390 00For
TIAA142,7410 00For
ProShares120,3090 00For
MoA Funds Corp118,3260 00For

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.

3. Elect Director: Michael J. Happe (three-year term)

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 46,412,769WITHHELD: 3,329,903
Details: description as filed, official tally, votes by 84 asset managers

Description as filed by funds: The election of three directors named in the attached Proxy Statement. Three directors will serve for a three-year term until the 2028 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier resignation or removal: Michael J. Happe (Class II)

H.B. Fuller Company’s own tally for this item (“Elect Director: Michael J. Happe (three-year term)”): 46,412,769 for, 3,329,903 withheld, per its Form 8-K filed April 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 84 asset managers below reported 28,522,843 for, 1,651,907 withheld, 9,872 abstained.

FOR
FOR: 28,522,843ABSTAIN: 9,872WITHHOLD: 1,651,907
Largest asset managers voting on “The election of three directors named in the attached Proxy Statement. Three directors will serve for a three-” at H.B. Fuller Company, 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard6,404,8630 00For
BlackRock6,280,3200 00For
Capital Group2,680,0080 00For
Dimensional1,731,5300 00For
State Street1,542,7210 00For
T. Rowe Price00 01,504,965Withhold
Fidelity1,369,5790 00For
TRUST FOR PROFESSIONAL MANAGERS1,338,9880 00For
Victory Capital989,2910 00For
Charles Schwab733,6510 00For
Delaware/Macquarie692,7500 00For
Lord Abbett542,3980 00For
Equitable417,1120 058,886Mixed
Brown Advisory Funds366,6260 00For
Virtus363,2460 00For
Bridge Builder Trust225,1360 00For
Goldman Sachs214,5030 00For
Principal203,4460 00For
Jackson National191,9290 4640For
John Hancock178,6000 5,9450For
JPMorgan163,1900 00For
WisdomTree143,6390 00For
TIAA142,7410 00For
ProShares120,3090 00For
MoA Funds Corp118,3260 00For

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.

4. The voting results on the approval of the third amendment and restatement of the H.B.

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

72% Majority: yes · of votes cast

FOR 72%AGAINST
FOR: 35,833,464AGAINST: 13,858,640
Details: description as filed, official tally, votes by 86 asset managers

Description as filed by funds: APPROVAL OF THE THIRD AMENDMENT AND RESTATEMENT OF THE H.B. FULLER COMPANY 2020 MASTER INCENTIVE PLAN TO INCREASE SHARES AND ADOPT CERTAIN OTHER AMENDMENTS TO THE PLAN.

H.B. Fuller Company’s own tally for this item (“The voting results on the approval of the third amendment and restatement of the H.B.”): 35,833,464 for, 13,858,640 against, per its Form 8-K filed April 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 72% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 86 asset managers below reported 23,571,818 for, 6,883,070 against, 2,182 abstained.

FORAGAINST
FOR: 23,571,818AGAINST: 6,883,070ABSTAIN: 2,182
Largest asset managers voting on “APPROVAL OF THE THIRD AMENDMENT AND RESTATEMENT OF THE H.B. FULLER COMPANY 2020 MASTER INCENTIVE PLAN TO INCRE” at H.B. Fuller Company, 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard6,404,8630 00For
BlackRock6,280,3200 00For
Capital Group2,680,0080 00For
Dimensional01,731,530 00Against
State Street1,524,83317,888 00For
T. Rowe Price1,214,795290,170 00Mixed
Fidelity1,369,5790 00For
TRUST FOR PROFESSIONAL MANAGERS1,338,9880 00For
Victory Capital0989,291 00Against
Charles Schwab733,6510 00For
Delaware/Macquarie0692,750 00Against
Lord Abbett0542,398 00Against
Equitable146,998329,000 00Mixed
Brown Advisory Funds0366,626 00Against
Virtus363,2460 00For
Gabelli0299,800 00Against
Bridge Builder Trust210,70014,436 00Mixed
Goldman Sachs148,69365,810 00Mixed
Principal0203,446 00Against
Jackson National60,930131,463 00Mixed
John Hancock163,64620,899 00Mixed
JPMorgan163,1900 00For
WisdomTree0143,639 00Against
TIAA0142,741 00Against
ProShares0120,309 00Against

Showing the 25 largest of 86 asset managers. See all 86 in the interactive database.

5. A non-binding advisory vote to approve the compensation of our named executive officers as disclosed in the Proxy…

No official matchFund totals may overlapSECTION 14A SAY-ON-PAY VOTES

Combines 4 wordings of this item as funds reported it.

99% Fund and manager reports combined; may count the same shares twice · no official result

FOR
Details: description as filed, votes by 322 asset managers

Description as filed by funds: A non-binding advisory vote to approve the compensation of our named executive officers as disclosed in the Proxy Statement.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 81 asset managers voting on “A non-binding advisory vote to approve the compensation of our named executive officers as disclosed in the Pr” at H.B. Fuller Company, 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard6,404,8630 00For
BlackRock6,280,3200 00For
Capital Group2,680,0080 00For
Dimensional1,731,5300 00For
State Street1,542,323398 00For
T. Rowe Price1,504,9650 00For
Fidelity1,369,5790 00For
TRUST FOR PROFESSIONAL MANAGERS1,338,9880 00For
Victory Capital989,2910 00For
Charles Schwab733,6510 00For
Delaware/Macquarie692,7500 00For
Lord Abbett542,3980 00For
Equitable475,9980 00For
Brown Advisory Funds366,6260 00For
Virtus363,2460 00For
Gabelli299,8000 00For
Bridge Builder Trust225,1360 00For
Goldman Sachs214,5030 00For
Principal203,4460 00For
Jackson National192,3930 00For
John Hancock184,5450 00For
JPMorgan163,1900 00For
WisdomTree143,6390 00For
TIAA142,7410 00For
ProShares120,3090 00For

Fund voting reports, all 81 managers: 30,320,643 for, 65,895 against, 2,182 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 266 asset managers voting on “A non-binding advisory vote to approve the compensation of our named executive officers as disclosed in the Pr” at H.B. Fuller Company, 2024-2025
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price2,894,3380 00For
State Street2,779,328398 00For
Capital Group2,630,0240 00For
KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC1,601,0940 00For
BlackRock1,556,99213,444 00For
Victory Capital1,286,0610 00For
GEODE CAPITAL MANAGEMENT, LLC1,269,9970 00For
BROWN ADVISORY INC1,152,9642,734 00For
SILVERCREST ASSET MANAGEMENT GROUP LLC1,149,9360 00For
Wellington911,6370 00For
Premier Fund Managers Ltd804,7320 00For
Charles Schwab795,1070 00For
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST787,0850 00For
Northern Trust610,2180 00For
LORD, ABBETT & CO. LLC577,0590 00For
Gabelli383,4460 00For
MELLON INVESTMENTS Corp379,8910 00For
COOKE & BIELER LP304,8810 00For
PRINCIPAL GLOBAL INVESTORS298,6240 00For
ATLANTA CAPITAL MANAGEMENT CO L L C265,8440 00For
Dimensional250,8170 00For
Natixis250,0860 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC241,5610 00For
Fidelity220,2250 00For
DAVIDSON INVESTMENT ADVISORS210,7120 00For

Institutional-manager reports, all 266 managers: 26,894,654 for, 546,773 against, 822 abstained, 5,643 not voted. Showing the 25 largest; see all in the interactive database.

6. Votes regarding ratification of the appointment of Ernst & Young LLP as the independent registered public accounting…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 51,140,675AGAINST: 297,882
Details: description as filed, official tally, votes by 85 asset managers

Description as filed by funds: 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 29, 2025.

H.B. Fuller Company’s own tally for this item (“Votes regarding ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending November 29, 2025 were as follows:”): 51,140,675 for, 297,882 against, per its Form 8-K filed April 16, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 85 asset managers below reported 30,456,859 for, 25,381 against, 2,182 abstained.

FOR
FOR: 30,456,859AGAINST: 25,381ABSTAIN: 2,182
Largest asset managers voting on “THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS H.B. FULLER'S INDEPENDENT REGISTERED PUBLIC ACCOUN” at H.B. Fuller Company, 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard6,404,8630 00For
BlackRock6,280,3200 00For
Capital Group2,680,0080 00For
Dimensional1,731,5300 00For
State Street1,542,7210 00For
T. Rowe Price1,504,9650 00For
Fidelity1,369,5790 00For
TRUST FOR PROFESSIONAL MANAGERS1,338,9880 00For
Victory Capital989,2910 00For
Charles Schwab733,6510 00For
Delaware/Macquarie692,7500 00For
Lord Abbett542,3980 00For
Equitable475,9980 00For
Brown Advisory Funds366,6260 00For
Virtus363,2460 00For
Gabelli299,8000 00For
Bridge Builder Trust225,1360 00For
Goldman Sachs214,5030 00For
Principal203,4460 00For
Jackson National192,3930 00For
John Hancock184,5450 00For
JPMorgan163,1900 00For
WisdomTree143,6390 00For
TIAA142,7410 00For
ProShares120,3090 00For

Showing the 25 largest of 85 asset managers. See all 85 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of April 11, 2024, which belongs to the 2023-2024 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest H.B. Fuller Company shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 54,192,774 shares outstanding at the time of that meeting.

Fund voting reports: top H.B. Fuller Company shareholders by shares voted on “THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS H.B. FULLER'S INDEPENDENT…”, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 11.82%
2BlackRock 11.59%
3Capital Group 4.95%
4Dimensional 3.20%
5State Street 2.85%
6T. Rowe Price 2.78%
7Fidelity 2.53%
8TRUST FOR PROFESSIONAL MANAGERS 2.47%
9Victory Capital 1.83%
10Charles Schwab 1.35%
Institutional-manager reports: top H.B. Fuller Company shareholders by shares voted on “A non-binding advisory vote to approve the compensation of our named executive officers as…”, 2024-2025
#Asset manager % of shares outstanding
1T. Rowe Price 5.34%
2State Street 5.13%
3Capital Group 4.85%
4KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC 2.95%
5BlackRock 2.90%
6Victory Capital 2.37%
7GEODE CAPITAL MANAGEMENT, LLC 2.34%
8BROWN ADVISORY INC 2.13%
9SILVERCREST ASSET MANAGEMENT GROUP LLC 2.12%
10Wellington 1.68%

Reported H.B. Fuller Company holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

H.B. Fuller Company holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
BlackRock 15.59% 13F
The Vanguard Group, Inc. 12.05% DEF14A
Vanguard Portfolio Management 6.96% 13G
State Street Corporation 5.54% DEF14A
Dimensional Fund Advisors 4.13% 13F
Wellington Management 1.95% 13F
Morgan Stanley 1.76% 13F
Northern Trust 1.27% 13F
John J. Corkrean 0.53% DEF14A
Zhiwei Cai 0.35% DEF14A

Percentages above are of 54,192,774 shares outstanding, as reported by H.B. Fuller Company on its Form 10-Q dated March 21, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from H.B. Fuller Company’s 10-Q dated March 21, 2025. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At H.B. Fuller Company's shareholder meeting held April 15, 2025, in the 2024-2025 proxy season, 327 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,279 separate fund positions. Their filings are grouped here into 6 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. H.B. Fuller Company's own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — A non-binding advisory vote to approve the compensation of our named executive officers as… — the reporting funds and managers cast 99% of the shares they voted in favour (FOR divided by FOR plus AGAINST plus WITHHELD; abstained and unvoted shares are excluded because neither took a side). Fund and manager reports are combined in it and may count the same shares twice: it adds fund reports to institutional-manager reports, which can cover the same shares. It is not the company's certified result.

H.B. Fuller Company proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.