<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
H.B. FULLER COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO] H.B. FULLER COMPANY Corporate Headquarters
2400 Energy Park Drive
Saint Paul, Minnesota 55108
612-645-3401
Dear Shareholder:
We are pleased to invite you to the H.B. Fuller Company 1996 Annual Meeting
of Shareholders, to be held beginning at 3:00 p.m. on Thursday, April 18, 1996,
at Ruberto's Banquet Center, 1132 East County Road E, Vadnais Heights,
Minnesota.
In addition to the items of business set forth in the accompanying Notice of
Annual Meeting of Shareholders and Proxy Statement, we will report on the
current activities of the Company and there will be an opportunity to discuss
matters of interest to you as a shareholder.
We sincerely hope you will be able to attend our Annual Meeting. However,
whether or not you plan to attend, please sign and return the enclosed proxy
card to assure that your shares are properly represented at the Annual Meeting.
We look forward to seeing you at the Annual Meeting.
Sincerely,
H.B. FULLER COMPANY
[SIGNATURE]
ANTHONY L. ANDERSEN
Chair-Board of Directors
March 6, 1996
<PAGE>
DIRECTIONS TO RUBERTO'S BANQUET CENTER
1132 EAST COUNTY ROAD E, VADNAIS HEIGHTS, MINNESOTA
FROM THE NORTH
Take 35E South to East County Road E. Go East (left) on East County Road E to
Labore Road. Go South (right) on Labore Road 1/2 block and the parking lot for
Ruberto's Banquet Center will be on your right.
FROM THE EAST
Take 694 West to 35E North. Follow 35E North to East County Road E. Go East
(right) on East County Road E to Labore Road. Go South (right) on Labore Road
1/2 block and the parking lot for Ruberto's Banquet Center will be on your
right.
FROM THE WEST
Take 694 East to 35E North. Follow 35E North to East County Road E. Go East
(right) on East County Road E to Labore Road. Go South (right) on Labore Road
1/2 block and the parking lot for Ruberto's Banquet Center will be on your
right.
FROM THE SOUTH
Follow 35E North to East County Road E. Go East (right) on East County Road E to
Labore Road. Go South (right) on Labore Road 1/2 block and the parking lot for
Ruberto's Banquet Center will be on your right.
FROM THE AIRPORT: Take 494 East to 35E North and follow directions "From the
South."
[MAP]
<PAGE>
H.B. FULLER COMPANY
2400 Energy Park Drive
Saint Paul, Minnesota 55108
612-645-3401
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 18, 1996
The Annual Meeting of Shareholders of H.B. Fuller Company will be held at
Ruberto's Banquet Center, 1132 East County Road E, Vadnais Heights, Minnesota,
on Thursday, April 18, 1996, beginning at 3:00 p.m. for the following purposes:
(1) to elect three directors for a three-year term;
(2) to ratify the appointment of Price Waterhouse as auditors for the
fiscal year ending November 30, 1996;
(3) to act upon a stockholder proposal regarding tobacco-related
business of the Company; and
(4) to transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business on February 20, 1996 are
entitled to notice of, and to vote at, the meeting.
Whether or not you plan to attend the meeting in person, please mark, date
and sign the enclosed proxy card and mail it in the enclosed envelope. No
postage is required if the proxy card is mailed in the United States.
[SIGNATURE]
Richard C. Baker
Secretary
March 6, 1996
<PAGE>
(This Page Intentionally Left Blank)
<PAGE>
H.B. FULLER COMPANY
2400 Energy Park Drive
Saint Paul, Minnesota 55108
612-645-3401
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS--APRIL 18, 1996
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of H.B. Fuller Company, a Minnesota
corporation (the "Company"), to be voted at the 1996 Annual Meeting of
Shareholders and at any adjournment of the meeting. This Proxy Statement and
form of proxy will be first mailed or given shareholders on or about March 6,
1996.
Proxies in proper form received by the time of the meeting will be voted as
specified. A shareholder giving a proxy may revoke it at any time before it is
voted by giving written notice of such revocation or a properly executed new
proxy to the Secretary of the Company, or by attending the meeting and voting in
person.
The Company will bear the cost of proxy preparation and solicitation,
including the charges and expenses of brokerage firms or other nominees for
forwarding proxy materials to beneficial owners. Solicitation will be primarily
by mailing this Proxy Statement and Notice of Annual Meeting to all shareholders
entitled to vote at the meeting. Morrow & Co., Inc. has been retained by the
Company to assist in the solicitation of proxies for the 1996 Annual Meeting of
Shareholders at a fee of approximately $5,000 plus associated costs and
expenses. In addition, proxies may be solicited by telephone, telecopier, or
personally by Company directors, officers and regular employees, who will
receive no additional compensation for their services other than their regular
salaries.
Shareholders of record at the close of business on February 20, 1996 will be
entitled to vote at the meeting and any adjournment of the meeting. At that
time, the Company had outstanding and entitled to vote 14,008,153 shares of
common stock and 45,900 shares of preferred stock. Holders of common stock are
entitled to one vote per share and holders of preferred stock are entitled to 80
votes per share. Both classes of stock vote as a single class upon the election
of directors and upon all matters submitted to shareholders. On a combined
basis, 17,680,153 votes are entitled to be cast at the meeting. There is no
cumulative voting. If a shareholder abstains from voting as to any matter (or
withholds authority to vote for one or more nominees for director), then the
shares held by such shareholder shall be deemed present at the meeting for
purposes of determining a quorum and for purposes of calculating the vote with
respect to such matter (and the election of directors). If a broker returns a
"non-vote" proxy, indicating a lack of authority to vote on such matter, then
the shares covered by such non-vote shall be deemed present at the meeting for
purposes of determining a quorum but shall not be deemed to be represented at
the meeting for purposes of calculating the vote with respect to such matter.
1
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The table below presents as of January 31, 1996, information about the
beneficial ownership of Company common stock for each director and each
executive officer named in the Summary Compensation Table and all directors and
executive officers (including the named individuals) as a group. There is no
shareholder known by the Company to own beneficially more than 5% of the
Company's common stock. Elmer L. Andersen, 1483 Bussard Court, Arden Hills,
Minnesota 55112, owns 45,900 shares of the Company's preferred stock,
representing 100% of the class. Combining the preferred and common stock
beneficially owned, Elmer L. Andersen controls 21.8% of the voting power of the
Company.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK PERCENT OF
BENEFICIALLY COMMON
NAME OF BENEFICIAL OWNER OWNED(1)(2) STOCK
- ----------------------------------------------- -------------------- -----------
<S> <C> <C>
Anthony L. Andersen............................ 399,164 2.85%
Norbert R. Berg................................ 7,522 *
Edward L. Bronstien, Jr........................ 13,099 *
Robert J. Carlson.............................. 3,754 *
Freeman A. Ford................................ 2,000 *
Gail D. Fosler................................. 300 *
Reatha Clark King.............................. 5,170 *
Walter Kissling................................ 257,654 1.84%
John J. Mauriel, Jr............................ 12,379 *
Rolf Schubert.................................. 63,735 *
Lorne C. Webster............................... 48,936 *
Lars T. Carlson................................ 15,314 *
John T. Ray, Jr................................ 41,095 *
Jerald T. Scott................................ 30,466 *
Wolfgang Weber................................. 18,000 *
All directors and executive officers
as a group (22 persons)...................... 1,009,816 7.14%
</TABLE>
- ------------------------
*Indicates less than 1%
(1) Includes 100,438 shares which may be acquired under currently exercisable
options by the executive officers named in the Summary Compensation Table or
included in the group and 29,155 shares of restricted stock which are subject
to forfeiture. Also includes shares held under the H.B. Fuller Thrift Plan
and Profit Share Plus Plan and share units under the Directors' Stock Plan.
(2) Except for 4,560 shares owned by Jerald T. Scott's wife (as to which
beneficial ownership is disclaimed by Mr. Scott) and 268 shares owed by the
wife of another officer of the Company (as to which beneficial ownership is
disclaimed by such officer), each person named and all directors and
executive officers as a group have sole voting and investment power as to the
shares shown.
SECTION 16(A) REPORTING
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission (the
"SEC"). Executive
2
<PAGE>
officers and directors are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file. Based solely on a review of
the copies of such forms received by it and written representations from the
Company's executive officers and directors, the Company believes that, during
the fiscal year ended November 30, 1995, its executive officers and directors
complied with all Section 16 filing requirements except for (i) Mr. Webster who
did not file one report relating to a trust in which he may have some pecuniary
interest, and (ii) David Maki, an officer of the Company, who did not timely
file one report relating to his indirect beneficial ownership of shares arising
as a result of his marriage during fiscal 1995. All such reports have
subsequently been filed.
ELECTION OF DIRECTORS
The Board has fixed the number of directors at eleven. The Board of
Directors is divided into three classes as equal in number as possible. Each
year one class of directors stands for election for a three-year term. The term
of office for Class III directors, consisting of Edward L. Bronstien, Jr.,
Walter Kissling and Lorne C. Webster, will expire at the 1996 Annual Meeting;
the term of office for Class I directors, consisting of Robert J. Carlson, Gail
D. Fosler, Reatha Clark King and Rolf Schubert will expire at the 1997 Annual
Meeting; and the term of Class II directors, consisting of Anthony L. Andersen,
Norbert R. Berg, Freeman A. Ford and John J. Mauriel, Jr., will expire at the
1998 Annual Meeting.
At the 1996 Annual Meeting, three people are to be elected as Class III
directors to hold a three-year term of office from the date of their election
(until the 1999 Annual Meeting) and until their successors are duly elected and
qualified. The three nominees for election as Class III directors are Edward L.
Bronstien, Jr., Walter Kissling and Lorne C. Webster, who are currently
directors. Each of the nominees has agreed to serve as a director if elected.
The proposal for the election of directors appears as Item No. 1 on the enclosed
proxy card. The accompanying proxy is intended to be voted for the election of
the three nominees named above, unless authority to vote for one or more of such
nominees is withheld as specified in the proxy card. Therefore, if no
instruction is given, the accompanying proxy will be voted FOR such election.
The affirmative vote of a majority of the combined voting power of the
common stock and preferred stock represented and entitled to vote at the meeting
is required for the election of the above nominees to the Board of Directors.
If, for any reason, any nominee becomes unavailable for election, the proxies
solicited by the Board of Directors will be voted for a substituted nominee
selected by the Board of Directors, or the Board of Directors, at its option,
may reduce the number of directors constituting Class III directors. The Board
of Directors has no reason to believe that any of the nominees are not available
or will not serve if elected.
Information concerning the three nominees and the directors whose terms of
office will continue after the 1996 Annual Meeting is set forth below.
3
<PAGE>
- --------------------------------------------------------------------------------
NOMINEES FOR ELECTION TO BOARD OF DIRECTORS--CLASS III
(SUBJECT TO ELECTION, FOR A TERM ENDING IN 1999)
- --------------------------------------------------------------------------------
EDWARD L. BRONSTIEN, JR.
[PHOTO] Edward L. Bronstien, Jr., age 68, has been
President of Rybovich Spencer, a yacht
construction, sales and service business in West
Palm Beach, Florida, since 1981. He is Chairman of
the Board of Island National Bank of Palm Beach,
Palm Beach, Florida. Mr. Bronstien has been a
director of the Company since 1972 and is a member
and chair of the Corporate Governance Committee
and a member of the Audit and Executive
Committees.
WALTER KISSLING
[PHOTO] Walter Kissling, age 64, has been Chief Executive
Officer of the Company since June 1995 and
President since April 1992. He was Chief Operating
Officer of the Company from July 1990 to June
1995. Mr. Kissling was an Executive Vice President
of the Company from July 1990 to April 1992. He
has been Chairman since 1985 and a director since
1969 of Kativo Chemical Industries, S.A., a
subsidiary of the Company. He is also a director
of Pentair, Inc. Mr. Kissling has been a director
of the Company since 1968 and is a member of the
Executive and Finance Committees.
LORNE C. WEBSTER
[PHOTO] Lorne C. Webster, age 67, has been Chairman of the
Board and Chief Executive Officer of Prenor Group,
Ltd., a Montreal-based Canadian financial services
holding company, since 1980. He is a director of
Consumers Packaging, Inc., Bank of Montreal,
Murphy Oil Corporation, Bankmont Financial
Corporation and Amalgamated Income LP. Mr. Webster
has been a director of the Company since 1970 and
is a member and chair of the Retirement Plans
Committee.
4
<PAGE>
- --------------------------------------------------------------------------------
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE--CLASS I
(TERM ENDING IN 1997)
- --------------------------------------------------------------------------------
ROBERT J. CARLSON
[PHOTO] Robert J. Carlson, age 66, has been Chairman of
the Board of Advanced Aerospace Design Corp., an
aerospace vehicle design firm, since 1994. He was
Vice Chairman of the Board of J.I. Case
Corporation, a worldwide manufacturer of
agricultural and construction equipment, from
September 1992 to 1994. He was Chairman of the
Board and Chief Executive Officer of J.I. Case
Corporation from July 1991 to September 1992. He
is a director of Belov and Company, Inc. Mr.
Carlson has been a director of the Company since
1989 and is a member of the Finance Committee.
GAIL D. FOSLER
[PHOTO] Gail D. Fosler, age 48, has been Vice President
and Chief Economist of The Conference Board, a
business-sponsored research organization, since
September 1989. From 1985 to 1989, Ms. Fosler held
the position of Chief Economist and Deputy Staff
Director for the Senate Budget Committee and was
also principal economic advisor to U.S. Senator
Pete Domenici. Ms. Fosler is a director of the
Unisys Corporation, a trustee of John Hancock
Mutual Funds and a director of the National Bureau
of Economic Research. Ms. Fosler has been a
director of the Company since 1992 and is a member
of the Finance Committee.
REATHA CLARK KING
[PHOTO] Reatha Clark King, age 57, has been President and
Executive Director of the General Mills
Foundation, and Vice President of General Mills,
Inc., a diversified food company, since November
1988. She served as President of Metropolitan
State University, St. Paul, Minnesota, from 1977
to November 1988. She is a director of Norwest
Corporation and is a trustee of Minnesota Mutual
Life Insurance Company. Dr. King has been a
director of the Company since 1978 and is a member
of the Compensation and Corporate Governance
Committees.
ROLF SCHUBERT
[PHOTO] Rolf Schubert, age 57, has been Vice President,
Corporate Research and Development of the Company
since 1982. Mr. Schubert has been a director of
the Company since 1972 and is a member of the
Retirement Plans Committee.
5
<PAGE>
- --------------------------------------------------------------------------------
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE--CLASS II
(TERM ENDING IN 1998)
- --------------------------------------------------------------------------------
ANTHONY L. ANDERSEN
[PHOTO] Anthony L. Andersen, age 60, has been Chair of the
Board of Directors since April 1992. He was Chief
Executive Officer of the Company from 1973 to
June, 1995. He was President of the Company from
1971 to 1992. Mr. Andersen is a director of Cowles
Media Company and Apogee Enterprises, Inc., and is
a trustee of Minnesota Mutual Life Insurance
Company. Mr. Andersen has been a director of the
Company since 1966 and is a member and chair of
the Executive Committee and a member of the
Corporate Governance, Finance, and Retirement
Plans Committees.
NORBERT R. BERG
[PHOTO] Norbert R. Berg, age 64, retired as Deputy
Chairman of the Board of Control Data Corporation,
a computer manufacturing and data services
company, in 1988, a position he held since 1980.
He was a director of First Trust Company, Inc.
from 1970 to February, 1996 and a director of
Control Data Corporation from 1977 to May 1990.
Mr. Berg has been a director of the Company since
1976 and is a member and chair of the Compensation
Committee and a member of the Corporate Governance
Committee.
FREEMAN A. FORD
[PHOTO] Freeman A. Ford, age 55, has been Chairman and
Chief Executive Officer of Fafco, Inc., Redwood
City, California, a manufacturer of energy
conservation equipment, since 1972. Mr. Ford has
been a director of the Company since 1975 and is a
member and chair of the Finance Committee and a
member of the Audit Committee.
JOHN J. MAURIEL, JR.
[PHOTO] John J. Mauriel, Jr., age 63, has been a member of
the faculty of The Carlson School of Management,
University of Minnesota, since 1965 and the
Director of the Bush Educator's Program since
1975. Dr. Mauriel has been a director of the
Company since 1968 and is a member and chair of
the Audit Committee and a member of the
Compensation Committee.
6
<PAGE>
DIRECTORS' COMPENSATION
Each director, except for full-time employees Anthony L. Andersen, Walter
Kissling and Rolf Schubert, is paid an annual retainer of $20,000 plus a Board
meeting fee of $1,000 per day, and a committee meeting fee of $850 per day.
Committee chairs receive an additional $2,500 retainer annually. These retainer
and meeting fees are for services performed, including attendance at Board of
Directors meetings and Board committee meetings.
Directors may elect to defer receipt of all or a percentage of their
retainer or meeting fees under the Directors' Stock Plan. The amount deferred
will be increased by 10%. All deferred amounts are treated as if they had been
invested in shares of the Company's common stock and are converted into units of
shares which are credited to each participating director's account. In addition,
each participating director's account is credited with a number of units of
shares equivalent in market value to the dividend on the Company's common stock.
The payout of deferred retainer fees in common stock will be made at the
earliest to occur of: (i) the last date on which the director serves as a
director (i.e., the date of resignation, removal or end of the elected term), or
at the option of the director on the first, second, third, fourth or fifth
anniversaries of such last date as may be selected by the director in advance,
(ii) disability, (iii) death, or (iv) the date of a potential change in control
as defined in the Plan. During the fiscal year ended November 30, 1995, Norbert
R. Berg, Edward L. Bronstien, Jr., Robert J. Carlson, Reatha Clark King and John
J. Mauriel, Jr. elected to defer $22,500, $22,500, $34,100, $20,000 and $37,300,
respectively, under this Plan.
The Retirement Plan for Directors of the Company provides for payment of a
retirement benefit to eligible directors beginning on the later of retirement or
age 60, in an amount equal to the director's annual retainer for the 12-month
period preceding retirement. The retirement benefit is paid each year in
installments for 15 years or the number of years of service as a director,
whichever is less. Eligible directors are Elmer L. Andersen (retired Chair of
the Board) and directors with a minimum of 10 years of service who have never
been employed by the Company or a subsidiary. The Retirement Plan for Directors
is an unfunded plan. The Company, however, has placed funds in trust that remain
subject to claims of the Company's creditors but otherwise are intended to
provide plan benefits.
During fiscal 1994, the Company instituted a program whereby nonemployee
directors are reimbursed for annual physical examinations. None of the eligible
directors requested reimbursement for physical examinations under this program
during the fiscal year ended November 30, 1995.
The Company has a Matching Gifts to Education Program, which became
effective in 1983. Under the Program, the Company provides a matching gift for
each employee's or director's contribution to an eligible educational
institution. The maximum amount to be contributed by the Company in a year is
$1,000 for each employee or director. During the fiscal year ended November 30,
1995, the Company matched contributions of $1,000 and $350, with respect to
Reatha Clark King and Edward L. Bronstien, Jr., respectively.
BOARD AND COMMITTEE RESPONSIBILITIES AND MEETINGS
The Board of Directors is responsible for the overall affairs of the
Company, and conducts its business through meetings of the Board and six
standing committees: Audit,
7
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Compensation, Corporate Governance, Executive, Finance and Retirement Plans. Ad
hoc committees are also established under the direction of the Board when
necessary to address specific issues.
The Board of Directors held six meetings during the fiscal year ended
November 30, 1995. Each director attended at least 75% of the aggregate of the
total number of Board and committee meetings of which he or she was a member
during the last fiscal year. Average attendance was 95%. The contributions of
all directors have been substantial and are highly valued.
The Audit Committee (i) recommends to the Board of Directors the engagement
or dismissal of the independent public auditor, (ii) reviews the work and audit
plan of the independent public auditor, (iii) reviews financial statements and
related disclosures with the independent public auditor and financial
management, (iv) reviews audit fees, (v) reviews and approves the scope and
results of the Company's internal auditing procedures, (vi) reviews the adequacy
of the Company's internal accounting and financial control systems, (vii)
reviews the adequacy of the Company's risk management policies and insurance
coverage, and (viii) reviews compliance with the Company's ethical conduct
policy. The committee's members are nonemployee directors Edward L. Bronstien,
Jr., Freeman A. Ford and John J. Mauriel, Jr. The committee held three meetings
during the fiscal year ended November 30, 1995.
The Compensation Committee (i) reviews and establishes the Company's overall
compensation strategies and programs with respect to officers and directors,
(ii) reviews and approves the Chief Executive Officer's compensation, (iii)
approves the total amount of individual achievement bonus monies and incentive
awards, and (iv) administers, sets certain terms of, and grants options and
other stock-based awards under, the Company's 1992 Stock Incentive Plan. The
committee's members are nonemployee directors Norbert R. Berg, Reatha Clark King
and John J. Mauriel, Jr. The committee held three meetings during the fiscal
year ended November 30, 1995.
The Corporate Governance Committee (i) recommends to the Board nominees for
directors, (ii) evaluates the performance of directors and is responsible for
new director orientation and ongoing director education, (iii) recommends to the
Board the election of officers, (iv) recommends to the Board appointments to,
and the responsibilities of, Board committees, (v) reviews the Company's
organizational structure and succession planning, (vi) evaluates the performance
of the Chief Executive Officer, and (vii) reviews the functioning of the Board
and the fulfillment of its legal duties and makes recommendations regarding such
matters to the Board. Recommendations by shareholders of potential director
nominees may be addressed to the Corporate Governance Committee in care of the
Secretary of the Company and will be forwarded to the committee for
consideration. The committee's members are Norbert R. Berg, Edward L. Bronstien,
Jr., Anthony L. Andersen and Reatha Clark King. The committee held five meetings
during the fiscal year ended November 30, 1995.
The Executive Committee acts only in the intervals between meetings of the
Board and is subject at all times to the control and direction of the Board and,
within the foregoing limits, may exercise all of the powers of the Board in the
management of the business of the Company, except the power to: (i) declare
dividends, (ii) fill vacancies on
8
<PAGE>
the Board, and (iii) adopt, amend, or repeal Bylaws. The committee's members are
Anthony L. Andersen, Edward L. Bronstien, Jr. and Walter Kissling. The committee
held no meetings during the fiscal year ended November 30, 1995.
The Finance Committee reviews and makes recommendations to the Board
regarding: (i) major financing programs, (ii) dividend policy, (iii) capital and
operating budgets and policy, (iv) purchase and sale of the Company's
securities, (v) financial aspects of acquisitions and divestitures, (vi)
third-party guarantees, and (vii) level of overall borrowing authority. The
committee's members are Anthony L. Andersen, Robert J. Carlson, Freeman A. Ford,
Gail D. Fosler and Walter Kissling. The committee held six meetings during the
fiscal year ended November 30, 1995.
The Retirement Plans Committee (i) oversees the funding of all of the
Company's worldwide pension, thrift and retirement plans, (ii) defines
investment policies and performance indices for each of the plans it oversees,
(iii) may manage internally all or a portion of the retirement plans' funds,
(iv) selects and removes investment fund managers, trustees and actuarial
consultants, (v) annually reviews actuarial assumptions and computations to
determine that the Company's contributions are accurate, and (vi) makes
recommendations to the Board regarding the Company's plans and trusts. The
committee's members are Anthony L. Andersen, Rolf Schubert and Lorne C. Webster.
The committee held four meetings during the fiscal year ended November 30, 1995.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE MEMBERSHIP AND RESPONSIBILITY
The Compensation Committee of the Board of Directors (the "Committee") is
responsible for reviewing and establishing overall compensation strategies and
programs worldwide to ensure the Company's ability to attract, retain and
motivate qualified executives and directors. For officers and key managers at
executive pay grades (or others as necessary to provide perspective), the
Committee reviews, modifies and/or approves the management's recommendations on
base salaries, incentive programs, stock options and other executive
compensation items to appropriately motivate and reward this group of employees.
The Committee also reviews and approves the Chief Executive Officer's and the
President's compensation, including base salary, incentive programs, stock
options and other executive compensation items to appropriately motivate and
reward these employees. In all cases, the Committee reserves the right to change
compensation programs at any time.
The Chairperson and members of the Committee are elected by the Board of
Directors. The Committee currently consists of three nonemployee Directors.
From time to time, the Committee hires one or more professionally competent
and experienced disinterested outside consultants to thoroughly analyze and
review the Company's compensation systems and programs. The purpose of these
reviews is to satisfy the Committee that the Company's compensation plans,
programs and systems are designed to meet its stated objectives.
9
<PAGE>
The Committee meets at least three times per year. During these meetings,
the Committee typically addresses the following agenda:
AUTUMN MEETING
- - Sets pay range structures for the Company's executive group by reviewing
competitive market data and anticipated increases in overall pay structures
within such competitive markets (generally referred to as "market movement")
and then sets guidelines for salary increases, if any, based on that
competitive market data, market movement and the outlook for year-end Company
performance. The market data is selected from compensation surveys which
include data from general manufacturing companies (which may include chemical
manufacturing companies) of a revenue size comparable to the Company. Because
of the general nature of compensation surveys, the Company does not know if
specific positions within companies in the S&P Specialty Index are included in
such surveys.
- - Determines individual achievement award fund. An individual achievement award
fund is accrued at the beginning of each year for the purpose of rewarding
managers at the end of the year for performance during the year. The aggregate
size of the fund is determined by calculating the amounts necessary to pay out
the maximum of the award opportunities of all management employees
participating in this program (determined for each executive as discussed
below). The Committee then decides how much, if any, of this fund will be
released to management each year. Since the individual achievement award is
not driven by financial performance (unlike the incentive award), the
Committee has determined not to use a specific formula for determining the
percentage of the individual achievement award fund to be released each year.
In determining the percentage of this fund to be released, the Committee uses
its experience and independent judgment to assess a variety of factors,
including the effectiveness of key managers in addressing critical strategic
issues, the overall performance of the Company and the success of managers in
dealing with new challenges, directions and priorities. However, the Committee
generally will release 100% of the award fund only if the Company exceeds its
budgeted earnings target by 5%, and proportionately less of the fund as the
Company's performance fails to meet budgeted targets. Due to lower than
expected earnings by the Company during fiscal year 1995, significantly less
than 100% of the fund was released with respect to fiscal 1995.
WINTER MEETING
- - Reviews, modifies and/or approves executive officers' annual incentive and
individual achievement awards, if any, for the prior fiscal year and any
salary increases for the current fiscal year.
SPRING MEETING
- - Analyzes current trends and philosophies of compensation and how they may
impact the Company in its objective to attract, retain and motivate its
employees.
- - Reviews competitive market data and recommends changes if necessary to
maintain competitive nonemployee director compensation, benefits and
perquisites.
COMPENSATION OVERVIEW
The Company's compensation objective is to establish overall strategies and
programs that ensure the Company's ability to attract, retain and motivate the
best
10
<PAGE>
available employees, key managers and directors on a worldwide basis. The
Company's basic strategy for achieving this objective is to establish pay ranges
which set the Company's basic average compensation targets (including both base
and short-term incentive elements) at or above competitive levels for comparable
positions when performance targets are met.
Currently, the Company's executive compensation is comprised of five basic
elements: base pay, short-term incentive compensation comprised of two
components (incentive award and individual achievement award) and long-term
incentive compensation comprised of two components (restricted stock or
restricted stock units and performance units). Short-term incentive awards are
designed such that, when performance targets are met, management compensation
will be at or above competitive levels. When performance falls below target
levels, management compensation will fall below competitive levels. This aspect
is referred to as "variable compensation."
To ensure external competitiveness, the Company participates in extensive
annual compensation surveys using multiple sources to verify competitive pay
levels. To establish and maintain internal equity, the Company uses a job
evaluation process in setting the internal hierarchy of jobs.
Base pay and short-term incentive compensation are based on a pay-for-
performance philosophy. Annual performance evaluations help to assure that these
components of compensation are administered in a consistent manner from entry
level to the top positions in the Company. The Company's compensation systems
involve the following integrated elements:
1) MERIT INCREASES in base salary are tied to a formal, annual performance
planning and assessment program for most Company employees worldwide,
including all non-union United States employees of the Company. Such increases
are made within a prescribed range of minimum and maximum base salary set by
management based upon market surveys of comparable positions. Proposed merit
increases for each officer are reviewed and approved on an individual basis by
the Committee. The amount of any merit increase is determined based on an
assessment of individual performance, market pay rates and overall Company
performance.
2) SHORT-TERM INCENTIVE AWARDS are tied directly to Company and individual
performance.
- - NON-MANAGEMENT EMPLOYEES participate in the Company's Profit Share Plus Plan,
under which annual cash payments and common stock awards may be made based
upon achievement of a pre-set level of total Company earnings and by
individual performance. Distributions of such common stock from this Plan are
made only upon termination of employment. Cash payments and common stock
awards under Profit Share Plus represent compensation in addition to a
fully-competitive base salary. The Company's objective is to include employees
in all countries in which it operates in the Profit Share Plus Plan.
Implementation of this objective is a matter of timing and local law
requirements.
- - MID-LEVEL MANAGERS may participate in the individual achievement award
program. These award payments are governed by:
-- Company performance as judged by the Committee (as discussed above in
reference to the Committee's October Meeting).
11
<PAGE>
-- The individual employee's "value ranking" as set by a committee of
appropriate superiors. Value ranking attempts to identify the relative
contributions of the Company's employees and is based on factors such as
scope of responsibilities, future potential, current performance and past
performance.
-- The individual employee's personal achievement with respect to his or her
area of responsibility.
- - SENIOR MANAGEMENT EMPLOYEES (including all executive officers of the Company)
participate in incentive award and individual achievement award plans, which
represent the variable portion of their total compensation.
-- INCENTIVE AWARDS are based on the achievement of financial results of the
manager's business unit and, in the case of corporate-wide managers, of
the total Company. Payout targets are set based on the financial budget as
annually approved by the Board of Directors. Performance targets for
corporate-level managers are generally net after-tax earnings for the
Company. Performance targets at the business unit level may be based on
the operating earnings of the manager's business unit as well as the net
after-tax earnings of the Company. Payments do not occur unless stated
performance targets are met. Although individual executive incentive award
plans will vary, a typical corporate executive officer will have the
opportunity to earn up to 15% of base salary under the incentive award
program. A typical business unit executive will have the opportunity to
earn up to 35% of base salary under the incentive award plan. In general,
in fiscal 1995, due to actual performance against targets, most senior
executives did not receive an incentive award.
-- INDIVIDUAL ACHIEVEMENT AWARDS are determined as discussed above with
reference to mid-level managers. A typical corporate executive officer
will have the opportunity to earn up to 30% of base salary under the
individual achievement award program. A typical business unit executive
will have the opportunity to earn up to 15% of such employee's base salary
under the individual achievement award program.
The aggregate amount of incentive and individual achievement award
opportunity is set for each executive such that the expected payout at budgeted
performance, together with such executive's base salary, would result in a total
compensation package equal to or in excess of the market rate of pay for such
position based on market survey data.
3) LONG-TERM INCENTIVES are provided primarily through the Performance Unit
Plan, adopted pursuant to the Company's 1992 Stock Incentive Plan, approved at
the Company's 1992 Annual Meeting of Shareholders. Under this Plan, performance
units are annually assigned to the Company's top-ranked employees (approximately
forty in number). These units may accrue value based on the cumulative
achievement of budgeted sales and earnings over a set number of years. If, at
the end of such period, cumulative budget targets are achieved, each performance
unit is converted to a dollar value based on a pre-set matrix, and each
participant's total unit value is used by the Company to purchase common stock
of the Company. This common stock is then held by the Company for an additional
three years as restricted stock, to further the Company's goal of retained
ownership by key employees. For a description of the terms of such restricted
stock, see footnote 4 to the Summary Compensation Table.
12
<PAGE>
Other long-term incentives in the form of stock options or restricted stock
or restricted stock unit grants are distributed to key employees periodically on
the basis of their contribution to the Company and their value ranking, with the
goal of establishing significant and retained ownership by management. In August
1995, restricted stock and restricted stock units were granted to certain key
employees. The restricted stock is restricted from sale for ten years to
emphasize the importance of long-term planning and decision-making and to align
the interests of the key employees with the long-term performance of the
Company. The Profit Share Plus Plan, discussed above, also provides mid-level
and senior management with common stock awards based on the size of the
employee's individual achievement award payment. Such common stock is
distributed only upon termination of employment.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Chief Executive Officer's compensation is determined by the Committee in
the same manner as all other key managers, with the most important criterion
being the profitability of the Company. Mr. Andersen and Mr. Kissling each held
the position of Chief Executive Officer of the Company for a portion of fiscal
1995, Mr. Kissling becoming Chief Executive Officer on June 6, 1995. The Chief
Executive Officer is compensated on the basis of the following factors:
1) MARKET PAY FOR THE POSITION. Each year the Committee thoroughly reviews
competitive market data from several survey sources and compares it to the
current pay of the Chief Executive Officer. The market data is selected from
compensation surveys which include data from general manufacturing companies
(which may include chemical manufacturing companies) of a revenue size
comparable to the Company. The Committee attempts to set the compensation of the
Chief Executive Officer at or above competitive levels. As stated above, because
of the general nature of compensation surveys, the Company does not know if
specific positions within companies in the S&P Specialty Index are included in
such surveys.
2) SHORT-TERM INCENTIVES. In 1995, Mr. Andersen and Mr. Kissling were each
eligible to receive an aggregate of 75% of his respective base salary under two
separate components of short-term incentive. Of this 75%, 45% was based on
individual achievement and 30% was based on financial performance of the
Company. The Compensation Committee has not established a specific formula for
determining the relative allocation of percentages between the two components of
short-term incentive and has determined to manage this aspect of executive
compensation utilizing its experience and independent judgment.
a) THE PERFORMANCE OF THE CHIEF EXECUTIVE OFFICER. In 1995, Mr. Andersen
and Mr. Kissling were each eligible to earn up to 45% of his respective
base salary under the individual achievement award program described above.
The Committee set Mr. Andersen's and Mr. Kissling's 1995 individual
achievement award at 24% of each of their respective base salary based on a
subjective evaluation of their respective performances by the Corporate
Governance Committee.
b) THE PERFORMANCE OF THE COMPANY. The Chief Executive Officer's
incentive award is based on the Company's net after-tax earnings budget
as annually approved by the Board of Directors. In 1995, Mr. Andersen and
Mr. Kissling were each eligible to earn an incentive award of up to 30% of
his respective base salary based on the Company's net earnings, with 10% of
his base salary paid if 90% of the
13
<PAGE>
Company's earnings budget was achieved, 20% if 100% of budget was achieved
and 30% if 105% of the budget was achieved. In light of the Company's
performance against budget in fiscal 1994, Mr. Andersen and Mr. Kissling
received no incentive award for fiscal 1995.
3) LONG-TERM INCENTIVES. The Chief Executive Officer participates in the
Company's long-term incentive programs along with all other key managers. In
1995, Mr. Andersen and Mr. Kissling were awarded 100 and 85 performance units,
respectively, such amounts determined principally with reference to their value
ranking in the Company-- which are the highest and second highest ranks of the
Company's senior managers. Additionally, Mr. Andersen and Mr. Kissling were
awarded 1,500 shares of restricted stock and 1,500 restricted stock units,
respectively, subject to the same ten-year restriction from sale discussed
above.
INTERNATIONAL SERVICE COMPENSATION
The Company has sales in over 100 countries and operations in 42 countries
around the world. It is the Company's policy to staff operations wherever
possible with local national employees. However, the Company recognizes that
there are situations where it is necessary or desirable to assign an employee to
live and work in another country for a designated period of time.
The Company utilizes international assignments in order to accelerate
executive development, to promote global understanding, knowledge and experience
in Company operations, to start up new operations and to transfer important
techniques and information from one division or region to another. The Company
currently has 18 employees in international assignments, 5 of whom are officers
of the Company.
Like most major multinational employers, the Company has a formal policy
which governs an international service assignment. One of the objectives of the
policy is to assist the employee in maintaining reasonable continuity in
purchasing power and standard of living between the home and host countries. To
facilitate this objective, the Company uses several allowances and
differentials. For instance, if an employee who is a citizen of the United
States goes to live and work in Hong Kong for three years, the Company would pay
the difference in the cost of housing and the cost of goods and services between
the United States and Hong Kong for this three-year period. Like most major
multinational employers, the Company's policy also provides that a premium may
be paid to each international assignee to compensate employees for the
difficulties inherent in international service assignments.
Also included in this international service policy is a provision for tax
equalization. This helps to assure that the affected employee will neither bear
the burden of any additional taxation nor reap any windfall as a consequence of
the international assignment.
It is important to note that these allowances, differentials and tax
equalization payments, with the exception of the premium described above, are
not intended to be a gain to the employee.
14
<PAGE>
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Internal Revenue Code Section 162(m), which is effective for tax years
beginning after December 31, 1993, limits the ability of the Company to deduct
certain compensation in excess of one million dollars paid to the individuals
named in the Summary Compensation Table.
In fiscal year 1995 the Company entered into a deferred compensation
arrangement which preserves the deductibility of certain compensation paid to
Mr. Kissling. In addition, the Committee may defer awards granted under the
Company's short-term incentive programs, if such deferral is necessary to
preserve the deductibility of such awards. Consequently, the Committee believes
that all compensation proposed to be paid to the individuals named in the
Summary Compensation Table under the Company's existing compensation programs
will be fully deductible through fiscal year 1996.
The Committee believes that discretionary control over certain aspects of
executive compensation is critical to the overall compensation philosophy of the
Company, which is to attract, retain and motivate employees of the Company in a
manner which balances the best interests of the stakeholders. Guided by this
philosophy, the Committee has reviewed, and will continue to review as
circumstances change, the effects of the Section 162(m) limit on the Company.
MR. NORBERT R. BERG,
DR. REATHA CLARK KING, and
DR. JOHN J. MAURIEL, JR.,
The Members of the Committee.
15
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash compensation for each of
the last three fiscal years awarded to or earned by the two individuals holding
the position of Chief Executive Officer of the Company at certain times during
fiscal 1995 and the four highest paid executive officers of the Company
(indicating their respective positions as of the end of fiscal 1995) whose
salary and variable compensation award in fiscal 1995 exceeded $100,000.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------- --------------
VARIABLE RESTRICTED
COMPENSATION OTHER ANNUAL STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS(2) COMPENSATION(3) AWARDS(4) COMPENSATION(5)
- --------------------------- --------- ---------- ------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Anthony L. Andersen 1995 $ 504,000 $ 121,000 $ 52,500 $ 11,862
Chair-Board of Directors 1994 476,160 188,559 56,813 15,490
1993 476,160 130,000 52,875 15,516
Walter Kissling(6) 1995 442,316 106,312 $ 512,298 52,500 6,318
President, Chief 1994 416,262 165,000 738,063 56,813 12,214
Executive Officer 1993 416,262 110,000 602,643 52,875 9,179
Wolfgang Weber(7) 1995 393,579 90,000 210,063 52,500 4,050
Sr. Vice President, 1994 315,368 108,000 213,374 56,813 4,050
Technology and Worldwide 1993 312,117 52,891 196,896 1,874
Systems
John T. Ray, Jr. 1995 313,242 84,662 52,500 11,584
Sr. Vice President 1994 298,326 103,916 56,813 16,876
Adhesives, Sealants and 1993 261,520 88,076 52,875 13,733
Coatings Division
Lars T. Carlson 1995 215,042 43,000 80,068 52,500 7,388
Vice President, Latin 1994 206,774 40,000 92,216 56,813 9,908
American Group Manager 1993 160,336 22,500 52,875 9,746
Jerald T. Scott 1995 207,297 51,876 207,061 52,500 8,899
Vice President, 1994 197,426 55,000 242,327 56,813 13,297
Europe 1993 186,251 55,000 331,171 52,875 10,315
</TABLE>
- ------------------------
(1) Includes cash compensation deferred at the election of the executive officer
under the terms of the H.B. Fuller Thrift Plan.
(2) Variable compensation is that portion of total compensation which is "at
risk." See discussion of variable compensation under the heading
"Compensation Overview" in the Compensation Committee Report contained
elsewhere in this Proxy Statement.
16
<PAGE>
For the fiscal year 1995, the variable compensation for executive officers
named in the table above represents the following percentage of each such
executive officer's respective total variable compensation opportunity:
PERCENTAGE OF AWARD TO TOTAL OPPORTUNITY
----------------------------------------
Mr. Andersen 32%
Mr. Kissling 32%
Mr. Weber 38%
Mr. Ray 42%
Mr. Carlson 33%
Mr. Scott 42%
(3) Includes cash payments provided by the Company to offset higher costs of
living and adverse impacts of different tax treatment incurred by certain
executive officers when such officers are transferred from one country to
another. These allowances are paid according to the Company's international
service policy, which applies to all employees who are transferred from one
country to another and are not intended to be a gain to the employee. Mr.
Weber's, Mr. Carlson's and Mr. Scott's payments under such policy also
include a premium (intended as additional compensation) of $59,037, $32,256
and $31,095, respectively. Please refer to the Compensation Committee Report
on Executive Compensation elsewhere in this Proxy Statement for further
explanation of the Company's international service policy.
(4) The Company issues Restricted Stock and Restricted Stock Units under its
Performance Unit Plan, Restricted Stock Plan and Restricted Stock Unit Plan.
The terms and conditions of the Restricted Stock and Restricted Stock Units
issued under these plans are similar. Restricted Stock represents shares of
the Company's common stock held by the Company on behalf of the participant.
Each Restricted Stock Unit represents the right to receive one share of the
Company's common stock. Restricted Stock and Restricted Stock Units will be
forfeited and reacquired by the Company unless the participant remains in the
continuous employment of the Company or an affiliate of the Company for a
period of ten years from the date of award, except with respect to Restricted
Stock or Restricted Stock Units issued upon conversion of Performance Units,
in which case continuous employment of three years is required to avoid
forfeiture, or in the event of death, disability or retirement, in which case
the risk of forfeiture and all other restrictions will lapse immediately.
Dividends are paid on Restricted Stock and dividend equivalents will accrue
with respect to Restricted Stock Units at the same rate as paid to all
holders of the Company's common stock but in the form of additional shares of
Restricted Stock or Restricted Stock Units, as the case may be, rather than
cash. The restrictions on the Restricted Stock and Restricted Stock Units
will lapse upon a change in control of the Company. As of November 30, 1995,
Mr. Andersen and Mr. Ray each held a total of 4,601 shares of Restricted
Stock (including accrued dividend shares) having a then current value of
$147,232, Mr. Kissling and Mr. Scott each held a total of 4,601 Restricted
Stock Units (including accrued dividend equivalents) having a then current
value of $147,232, Mr. Carlson held a total of 1,559 shares of Restricted
Stock (including accrued dividend shares) having a then current value of
$49,888 and 3,042 Restricted Stock Units (including accrued dividend
equivalents) having a then current value of $97,344, and Mr. Weber held a
total of 3,042 Restricted Stock Units (including accrued dividend
equivalents) having a then current value of $97,344. The amounts
17
<PAGE>
indicated in the table represent the value of the Restricted Stock or
Restricted Stock Units awarded as of the date of grant (August 3, 1995, July
15, 1994 and August 2, 1993).
(5) Amounts include (i) the Company's contributions under the terms of the H.B.
Fuller Thrift Plan (a 401K plan), including the following amounts for fiscal
year 1995: Mr. Andersen ($5,544), Mr. Ray ($7,534), Mr. Carlson ($4,620) and
Mr. Scott ($6,307), and (ii) the dollar value of group term life insurance
premiums paid by the Company for the benefit of the named executive officers
in the following amounts for fiscal year 1995: Mr. Andersen ($6,318), Mr.
Kissling ($6,318), Mr. Weber ($4,050), Mr. Ray ($4,050), Mr. Carlson ($2,768)
and Mr. Scott ($2,592). No amounts were contributed by the Company for fiscal
1995 under the Company's Profit Share Plus Plan, a non-leveraged employee
stock ownership plan; however, amounts for fiscal years 1994 and 1993 also
include the fair market value on the date of grant of shares of the Company's
common stock awarded to the individual under the Profit Share Plus Plan. In
years when contributions are made, the amount to be contributed by the
Company to each employee's account under the Profit Share Plus Plan is
calculated according to a pre-determined formula based on each employee's
cash award with respect to that year. The Company's contributions are made in
cash, common stock or a combination of cash and common stock. Substantially
all of the assets of the Profit Share Plus Plan are invested in common stock
of the Company. A participant is fully vested in the balance of his or her
account upon the occurrence of certain specified circumstances, including a
change in control of the Company or the completion of five years of
continuous service. Each of the individuals named in the Summary Compensation
Table have been employed by the Company for more than five years, and
therefore, are fully vested in the balance of each such executive officer's
account, respectively. Distribution of a participant's vested account balance
is made only upon the termination of employment.
(6) Includes cash compensation deferred by Mr. Kissling under a deferred
compensation agreement with the Company, whereby beginning January 1, 1995
Mr. Kissling agreed to defer 35% of his base salary and cash bonuses earned
through September 30, 1997. The deferred amount (including previously accrued
interest) is credited on a monthly basis with interest equal to Wall Street
prime plus 1%. The entire deferred amount plus accrued interest will be
distributed in a lump sum on the earlier of: (i) June 30 of the year
following the year Mr. Kissling ceases to be a U.S. resident for U.S. income
tax purposes, (ii) 60 days following death of Mr. Kissling, (iii) January 10,
2001, or (iv) upon a change in control of Company. As of November 30, 1995,
an aggregate of $158,293 had been deferred and $5,262 in interest had been
accrued under this agreement. The Company has placed funds in trust that
remain subject to claims of the Company's creditors but otherwise are
intended to assist the Company in making payment of such deferred amounts
together with accrued interest.
(7) Mr. Weber's 1995 salary and variable compensation award reflect the foreign
exchange rate in effect on November 30, 1995.
18
<PAGE>
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
The following table reflects awards made under the Company's long-term
incentive plans during the fiscal year ended November 30, 1995 to the two
individuals holding the position of Chief Executive Officer at certain times
during fiscal 1995 and the executive officers named in the Summary Compensation
Table.
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
UNDER
NUMBER OF SHARES, PERFORMANCE OR OTHER NON-STOCK PRICE BASED PLANS
UNITS OR PERIOD UNTIL -----------------------------
NAME OTHER RIGHTS(1) MATURATION OR PAYOUT THRESHOLD TARGET MAXIMUM
- ------------ ----------------- -------------------- --------- ------- --------
<S> <C> <C> <C> <C> <C>
Mr. Andersen 100 November 30, 1997 $ 25,000 $50,000 $100,000
Mr. Kissling 85 November 30, 1997 21,250 42,500 85,000
Mr. Weber 43 November 30, 1997 10,750 21,500 43,000
Mr. Ray 43 November 30, 1997 10,750 21,500 43,000
Mr. Carlson 43 November 30, 1997 10,750 21,500 43,000
Mr. Scott 43 November 30, 1997 10,750 21,500 43,000
</TABLE>
- ------------------------
(1) Represents Performance Units awarded during fiscal year ending November 30,
1995 under the Company's Performance Unit Plan. The Performance Units are
denominated in cash and payable in shares of restricted stock ("Restricted
Stock") upon the achievement of certain cumulative performance goals for the
period ending November 30, 1997 (the "Performance Period"). Performance goals
are based on target levels of net after-tax consolidated income and trade
sales, and the potential payouts under the Performance Unit Plan are adjusted
pursuant to a formula which adjusts for performance against the target goals.
As of the last day of the Performance Period, the participant's Performance
Units are converted to the largest number of whole shares of Restricted Stock
(restricted for a period of three years) that equals the aggregate value of
Performance Units earned during the Performance Period divided by the fair
market value of the Company's common stock. See footnote 4 to the Summary
Compensation Table for a description of the general terms of the Restricted
Stock that may be awarded under the Performance Unit Plan.
19
<PAGE>
STOCK OPTION EXERCISES IN 1995 AND VALUE AT END OF 1995
The following table summarizes information with respect to stock option
exercises during fiscal year 1995 by the two individuals holding the position of
Chief Executive Officer at certain times during fiscal 1995 and the executive
officers named in the Summary Compensation Table, options held by such persons,
and the value of the options held by such persons at the end of fiscal year
1995. Neither the Chief Executive Officers nor the named executive officers
received stock option grants in fiscal year 1995.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES ACQUIRED VALUE OPTIONS AT END OPTIONS AT END
NAME ON EXERCISE REALIZED OF 1995(1) OF 1995
- ---------------- --------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Mr. Andersen -0- -0- 15,750 $ 284,155
Mr. Kissling -0- -0- 27,000 454,123
Mr. Weber -0- -0- -0- -0-
Mr. Ray -0- -0- 10,500 189,437
Mr. Carlson -0- -0- 6,563 118,407
Mr. Scott -0- -0- 15,000 265,375
</TABLE>
- ------------------------
(1) All options are currently exercisable.
20
<PAGE>
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below are two graphs: the first comparing the yearly cumulative
total shareholder return on the Company's common stock against the cumulative
total return of the S&P 500 Stock Index and the S&P Specialty Chemicals Index,
and the second comparing cumulative total return on the Company's common stock
against the cumulative total return of the S&P 400 Midcap Index and the Domini
Social Index, both of which include the Company.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
5 YEAR CUMULATIVE TOTAL RETURN*
<S> <C> <C>
Among H.B. Fuller, S&P 500 Index & S&P Specialty Chemicals
H.B. Fuller Company S&P 500
Nov-90 $100 $100
Nov-91 $177 $120
Nov-92 $207 $143
Nov-93 $181 $157
Nov-94 $177 $159
Nov-95 $181 $217
Fiscal Years Ended November 30
<CAPTION>
5 YEAR CUMULATIVE TOTAL RETURN*
<S> <C>
Among H.B. Fuller, S&P 500 Index & S&P Specialty Chemicals
S&P Specialty Chemicals Index
Nov-90 $100
Nov-91 $127
Nov-92 $154
Nov-93 $174
Nov-94 $147
Nov-95 $200
Fiscal Years Ended November 30
</TABLE>
<TABLE>
<S> <C>
Assumes $100 invested on November 30, 1990 *Total return assumes reinvestment of dividends
in H.B. Fuller Common Stock, S&P 500 Index &
S&P Specialty Chemicals
</TABLE>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
5 Year Cumulative Total Return*
<S> <C> <C>
Among H.B. Fuller, S&P 400 Midcap & Domini Social Index
H.B. Fuller Company S&P-R- 400 Midcap
Nov-90 $100 $100
Nov-91 $177 $142
Nov-92 $207 $172
Nov-93 $181 $194
Nov-94 $177 $193
Nov-95 $181 $256
Fiscal Years Ended November 30
<CAPTION>
5 Year Cumulative Total Return*
<S> <C>
Among H.B. Fuller, S&P 400 Midcap & Domini Social Index
Domini Social Index
Nov-90 $100
Nov-91 $126
Nov-92 $157
Nov-93 $172
Nov-94 $173
Nov-95 $238
Fiscal Years Ended November 30
</TABLE>
<TABLE>
<S> <C>
Assumes $100 invested on November 30, 1990 *Total return assumes reinvestment of dividends
in H.B. Fuller Common Stock, S&P 400 Midcap
Index & Domini Social Index
</TABLE>
21
<PAGE>
RETIREMENT PLANS
The Company's Retirement Plan (the "United States Plan") provides
noncontributory benefits for U.S. employees. The amount of plan benefits is
determined by a formula based on the employee's highest average compensation,
including commissions and bonuses, during five of the final ten years of
credited service. The formula was modified in 1989 to conform to new federal
requirements, but benefits accrued under the old formula as of November 30,
1989, were preserved to the extent they exceed the new formula benefits. Rather
than offset the formula benefit by Social Security payments, the United States
Plan now takes the Company's Social Security contributions into account in the
benefit formula. The new formula limits the amount of compensation that can be
taken into account each year. The Company also has adopted a Supplemental
Executive Retirement Plan (the "Supplemental Plan"), that provides benefits to
certain participants, including the Chief Executive Officer and certain of the
executive officers named in the Summary Compensation Table. The purpose of the
Supplemental Plan is to supplement the benefits that are provided under the
United States Plan and the Costa Rican Plan (as defined below), since the
benefits provided under such plans are restricted by certain Internal Revenue
Service requirements. The Supplemental Plan is an unfunded plan; however, the
Company has placed funds in a trust that remain subject to claims of the
Company's creditors but otherwise are intended to provide Supplemental Plan
benefits. The Supplemental Plan provides a specified level of retirement income
based on a participant's length of service with the Company, final average
compensation (as defined in the Supplemental Plan) and retirement income from
certain other sources.
The following table shows the estimated annual benefits on a straight line
annuity basis payable to certain employees with 15 or more years of service upon
normal retirement under the United States Plan and the Supplemental Retirement
Plan in specified compensation classifications.
<TABLE>
<CAPTION>
FINAL AVERAGE ANNUAL
COMPENSATION BENEFITS
- ------------- --------------
<S> <C>
$ 225,000 $ 98,110
300,000 135,610
375,000 173,110
450,000 210,610
525,000 248,110
600,000 285,610
675,000 323,110
750,000 360,610
</TABLE>
The maximum number of years of service for which pension benefits accrue is
15. Mr. Andersen, Mr. Ray, Mr. Carlson and Mr. Scott each had more than 15 years
of service as of November 30, 1995, and their covered compensation under the
plans for the fiscal year ended November 30, 1995 was equal to the base salary
and bonus set forth in the Summary Compensation Table.
Walter Kissling participates in an unfunded retirement plan of a Costa Rican
subsidiary of the Company providing noncontributory benefits for two employees
in Costa Rica (the "Costa Rican Plan") and does not participate in the United
States Plan. The Costa Rican Plan operates in the same manner as the United
States Plan in all material respects, including use of the same formula for
measuring benefits and the
22
<PAGE>
same vesting schedule. The Company is directly obligated to the participants of
the Costa Rican Plan and has not established a trust to provide funding for the
benefits. As of November 30, 1995, Mr. Kissling had more than 15 years of
service and his covered compensation under the plan was equal to his base salary
and bonus set forth in the Summary Compensation Table.
Wolfgang Weber participates in a retirement plan of a German subsidiary of
the Company providing noncontributory benefits for its employees in Germany (the
"German Plan") and does not participate in the United States Plan. The German
Plan is substantially similar to the United States Plan, except that covered
earnings include only base salary, the benefits formula is based upon covered
earnings only in the final year of employment, and the German Plan does not
provide for a maximum benefit. The following table presents an estimate of
benefits payable to Mr. Weber assuming his retirement at age 65 (and continuous
employment with the Company or affiliate of the Company) with a base salary in
his final year of employment as indicated. In the table, the estimated benefits
are computed with the current German social security ceiling and foreign
exchange rates as of December 1, 1995.
<TABLE>
<CAPTION>
FINAL BASE SALARY ANNUAL BENEFIT
- ------------------ --------------
<S> <C>
$ 300,000 $159,254
375,000 209,100
450,000 258,946
</TABLE>
At Mr. Weber's current base salary rate and foreign exchange rates as of
December 1, 1995, annual earnings of approximately $409,322 would be covered by
the German Plan.
EMPLOYMENT AGREEMENTS
The Company currently has employment agreements with Mr. Andersen, Mr.
Kissling, Mr. Ray, Mr. Carlson and Mr. Scott prohibiting disclosure of
confidential information, prohibiting the employee from engaging in certain
competitive activities for a specified period up to 36 months after termination
of employment, and requiring the assignment of certain discoveries and
inventions developed by the employee to the Company. The employment agreements
have indefinite terms. The employment agreements also provide that under certain
circumstances the Company will compensate the employee during the
non-competition period in an amount equal to the difference between (i) the
amount of monthly compensation subsequently earned and (ii) monthly basic
compensation (as defined in the agreement) from the Company at the time of
termination of employment. The present monthly basic compensation for Mr.
Andersen, Mr. Kissling, Mr. Ray, Mr. Carlson and Mr. Scott which would be offset
by the amount of monthly compensation subsequently earned is $42,000, $40,174,
$27,148, $18,458 and $21,352 respectively.
Wolfgang Weber has an employment agreement with a Company subsidiary
prohibiting disclosure of confidential information both during and subsequent to
employment and prohibiting Mr. Weber from engaging in any competitive activity
within a period of 24 months after termination of employment. The employment
agreement may be terminated upon 12 months notice. During the notice period and
the non-competition period, Mr. Weber will continue to receive his monthly base
salary. Mr. Weber's present monthly base salary is $34,110.
23
<PAGE>
Messrs. Kissling and Carlson are currently on international assignments and
have entered into international service agreements with the Company setting
forth the expected duration of the international assignment, the position and
salary for that assignment, the international service premium, if any, the goods
and services and housing equalization reimbursement, relocation expense and tax
equalization. The international service agreements are terminable upon 30 days
notice by either party. The provisions of the international service agreements
do not affect the provisions of the employment agreements described above.
Messrs. Weber and Scott were on international assignments which ended November
30, 1995. See the Compensation Committee Report on Executive Compensation
contained elsewhere herein for a further discussion of the Company's policy with
respect to international service compensation.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Price Waterhouse, independent certified
public accountants, to be the Company's auditors for the fiscal year ending
November 30, 1996. Price Waterhouse served as the Company's auditors for the
fiscal year ended November 30, 1995. Approximately $887,000 in auditing fees
during fiscal 1995 were paid to Price Waterhouse. If the Board of Directors'
appointment of auditors is not approved by the shareholders, the Board of
Directors intends to reconsider that appointment. A representative of Price
Waterhouse is expected to be present at the meeting with the opportunity to make
a statement if he or she desires to do so and to be available to respond to
appropriate questions. Proxies will be voted in favor of ratification of the
appointment of the auditors unless otherwise specified.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
RATIFICATION OF THE APPOINTMENT OF PRICE WATERHOUSE
STOCKHOLDER PROPOSAL
Catholic Healthcare West has stated its intention to submit the following
proposal at the Annual Meeting of Stockholders. The Company will promptly
furnish the address and the number of shares held by the proponent to each
person requesting such information orally or in writing.
The Board of Directors opposes the stockholder proposal. Proxies solicited
by management will be voted AGAINST the stockholder proposal unless stockholders
specify a contrary choice on their proxies.
The affirmative vote of a majority of the combined voting power of the
common stock and the preferred stock represented and entitled to vote at the
meeting is required to approve the stockholder proposal.
THE STOCKHOLDER PROPOSAL
"WHEREAS H.B. Fuller has often been acknowledged to be in the forefront
among corporations in the U.S. which act in a socially responsible manner;
WHEREAS we believe our Company's generally positive reputation is undermined
by its involvement in the tobacco industry.
24
<PAGE>
- - Our Company not only sells packaging to the tobacco industry, but also sells
to the industry the adhesives which glue the filter to the cigarette and which
glue the paper together, thus making the manufacture of cigarettes possible;
- - Our Company brags in tobacco industry journals: "In the world of cigarettes,
we speak many languages;"
- - It declares that our plants and technical service centers in 41 countries
"understand the needs of every cigarette producer. Our worldwide experience
allows us to stay current on paper weights and types, filter components,
high-speed machinery and more;"
- - Under the slogan: "However you say "cigarette adhesives,' H.B. Fuller
understands," our Company provides adhesives to the cigarette industry thus
contributing, we believe, to the deaths of more than 1,000 people a day in
this country alone, to say nothing of deaths in those other countries where
our adhesives are sold in the tobacco industry;
WHEREAS the net of alleged liability related to tobacco manufacture
increasingly is being extended to manufacturers of intermediate goods sold to
the industry. For instance, Kimberly-Clark, although not a cigarette
manufacturer, is being sued by the State of West Virginia for its participation
in the tobacco chain;
WHEREAS Pfizer has made a decision to sell none of its products (ranging
from herbicides for tobacco plants to additives for cigarettes) to any
tobacco-related entity;
RESOLVED that shareholders request the Board of Directors to adopt a policy
to have no sales nor service to the tobacco industry after January 1, 1997.
Supporting Statement
H.B. Fuller has an admittedly minor, but nonetheless essential role in the
tobacco business. At the same time, almost daily new revelations indicate
tobacco's adverse impact on the health of young people and the rest of society.
If you agree that our Company, like Pfizer, should be free of any involvement in
manufacturing and marketing a product that we believe kills more than 1,000
people a day in this country alone, please vote YES for this proposal."
THE RESPONSE OF THE BOARD OF DIRECTORS
On a continuing basis, the Company is faced with making decisions that
balance differing and often conflicting values and objectives. After
thoughtfully and carefully considering implications to the Company's
constituencies--its customers, employees, stockholders and the communities in
which it operates--the Board of Directors believes the Company should not adopt
the resolution as proposed.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE AGAINST THE STOCKHOLDER PROPOSAL
25
<PAGE>
OTHER MATTERS
The Board of Directors does not know of any other business to be presented
for consideration at the meeting. If any other business does properly come
before the meeting, proxies will be voted in accordance with the best judgment
of the person or persons acting under them.
1997 STOCKHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Company's Annual
Meeting to be held in 1997 must be received at the principal executive offices
of the Company by the close of business on November 6, 1996, in order to be
included in the Company's Proxy Statement and proxy.
[SIGNATURE]
Richard C. Baker
Secretary
Dated: March 6, 1996
26
<PAGE>
H.B. FULLER COMPANY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
2400 Energy Park Drive OF DIRECTORS.
St. Paul, MN 55108 Proxy The undersigned, revoking all prior proxies,
- -------------------- appoints Anthony L. Andersen, Walter Kissling
and Richard C. Baker, or any one or more of
them, as proxies, with full power of
substitution and revocation, to represent the
undersigned and to vote, as checked
below and otherwise in their discretion, upon such other matters as may
properly come before the meeting, all shares of the common stock of H.B. Fuller
Company which the undersigned is entitled to vote at the Annual Meeting of the
Shareholders of the Company to be held at Ruberto's Banquet Center, 1132 East
County Road E, Vadnais Heights, Minnesota 55110, on Thursday, April 18, 1996,
at 3:00 p.m. and at any adjournment thereof.
<TABLE>
<CAPTION>
1. Election of the following three director-nominees as / / FOR ALL NOMINEES
Class III Directors for a three-year term and until (except as indicated below)
their successors are duly elected and qualified: / / WITHHOLD AUTHORITY FOR ALL
Edward L. Bronstien, Jr., Walter Kissling and Lorne
C. Webster.
<S> <C> <C> <C>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S
NAME IN THE SPACE PROVIDED BELOW.)
--------------------------------------------------------------------------------------------
2. To ratify the appointment of Price Waterhouse as FOR AGAINST ABSTAIN
auditors for the fiscal year ending / / / / / /
November 30, 1996.
3. To act on a stockholder proposal regarding FOR AGAINST ABSTAIN
tobacco-related business of the Company. / / / / / /
4. To vote with discretionary authority upon such other
matters as may properly come before the meeting.
</TABLE>
(Please Date and Sign on Reverse Side)
<PAGE>
IF SHARES ARE HELD IN THE DIVIDEND REINVESTMENT PLAN, SUCH SHARES ARE INCLUDED
IN THIS TOTAL AND WILL BE VOTED AS DIRECTED HEREON.
IF NOT OTHERWISE SPECIFIED ABOVE, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2,
AGAINST ITEM 3 AND IN THE DISCRETION OF THE PROXIES, ON OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE MEETING.
Receipt of Notice of Meeting
and Proxy Statement and Annual
Report Is Hereby Acknowledged.
DATED: _________________ , 1996
_______________________________
_______________________________
Please sign proxy as name
appears. JOINT OWNERS SHOULD
EACH SIGN PERSONALLY. Trustees
and others signing in a
representative capacity should
indicate the capacity in which
they sign.
<PAGE>
To participants in the H.B. Fuller Company Thrift Plan and
H.B. Fuller Company Profit Share Plus Plan
- --------------------------------------------------------------------------------
We are Trustee of the Trusts established in connection with the H.B. Fuller
Company Thrift Plan and H.B. Fuller Company Profit Share Plus Plan. As Trustee,
we are the record owner of the shares of Common Stock of H.B. Fuller Company
("the Company") held in the Trust Funds for the benefit of Participants.
The Plans permit each participant to instruct the Trustee how to vote the number
of shares of the Company's Common Stock in the Trust Funds that are allocated to
the participant's accounts.
We enclose (1) a Notice of Annual Meeting of Shareholders of H.B. Fuller Company
to be held on April 18, 1996 and Proxy Statement, (2) H.B. Fuller Company Annual
Report, (3) a voting instructions card, and (4) a return envelope. If you
complete the card and return it to us in the enclosed envelope by April 10,
1996, we will vote in accordance with your instructions, the shares of the
Company's Common Stock allocated to your accounts.
Although the Plans provide that you may give the Trustee voting instructions
with respect to such stock, it is important to note that the Trustee remains the
record owner of such stock. Therefore, the ability to instruct the Trustee how
to vote confers no right on Participants to directly vote at the Annual Meeting
of Shareholders.
As stated above, the enclosed instruction card must be properly completed if
voting instructions are to be honored. If the card is not received by April 10,
1996, or if the card is received but the voting instructions are invalid, the
shares with respect to which you could have directed us will be voted in
accordance to the terms of the Plans.
(CONTINUED ON REVERSE SIDE)
<PAGE>
Your voting instructions are strictly confidential.
Please complete, date, sign and promptly return the enclosed voting instruction
card.
Sincerely,
Gary R. Porter
Vice President
Norwest Bank Minnesota National Association
<PAGE>
To participants in the H.B. Fuller International Profit Share Plus Trust,
H.B. Fuller Canadian Profit Share Plus Trust and H.B. Fuller Company
New Zealand Profit Share Plus Trust
- --------------------------------------------------------------------------------
We are Trustee of the assets established in connection with the H.B. Fuller
International Profit Share Plus Trust, H.B. Fuller Canadian Profit Share Plus
Trust and H.B. Fuller Company New Zealand Profit Share Plus Trust. As Trustee,
we are the record owner of the shares of Common Stock of H.B. Fuller Company
("the Company") held in the Trust Funds for the benefit of Participants.
The Plans permit each participant to instruct the Trustee how to vote the number
of shares of the Company's Common Stock in the Trust Funds that are allocated to
the participant's accounts.
We enclose (1) a Notice of Annual Meeting of Shareholders of H.B. Fuller Company
to be held on April 18, 1996 and Proxy Statement, (2) H.B. Fuller Company Annual
Report, (3) a voting instructions card, and (4) a return envelope. If you
complete the card and return it to us in the enclosed envelope by April 10,
1996, we will vote in accordance with your instructions, the shares of the
Company's Common Stock allocated to your accounts.
Although the Plans provide that you may give the Trustee voting instructions
with respect to such stock, it is important to note that the Trustee remains the
record owner of such stock. Therefore, the ability to instruct the Trustee how
to vote confers no right on Participants to directly vote at the Annual Meeting
of Shareholders.
(CONTINUED ON REVERSE SIDE)
<PAGE>
As stated above, the enclosed instruction card must be properly completed if
voting instructions are to be honored. If the card is not received by April 10,
1996, or if the card is received but the voting instructions are invalid, the
shares with respect to which you could have directed us will be voted in
accordance to the terms of the Plans.
Your voting instructions are strictly confidential.
Please complete, date, sign and promptly return the enclosed voting instruction
card.
Sincerely,
ABN AMRO Trust Company
(Jersey) Limited
<PAGE>
VOTING INSTRUCTIONS TO TRUSTEE
I hereby direct Norwest Bank Minnesota, N.A.,
as Trustee of the H.B. Fuller Company Thrift
Plan Trust and the H.B. Fuller Company Profit
Share Plus Plan Trust to vote at the Annual
Meeting of the Shareholders of H.B. Fuller
Company ("the Company") to be held on April 18,
1996, and at any and all adjournments of said
H.B. FULLER COMPANY meeting, the common stock of the Company
THRIFT PLAN allocated to my accounts.
AND PROFIT SHARE I understand this card must be returned to the
PLUS PLAN Trustee if my voting instructions are to be
honored. If it is not received by the Trustee,
or if it is received but the voting
instructions are invalid, the stock with
respect to which I could have directed the
Trustee shall be voted by the Trustee in
accordance with the terms of the plans.
The Trustee is hereby directed to vote as indicated on the following proposals
which are more fully described in the Company's Notice of Annual Meeting of
Shareholders and Proxy Statement.
<TABLE>
<S> <C> <C> <C>
1. Election of the following three director-nominees as / / FOR ALL NOMINEES
Class III Directors for a three-year term and until (except as indicated
their successors are duly elected and qualified: below)
Edward L. Bronstien, Jr., Walter Kissling and Lorne / / WITHHOLD
C. Webster. AUTHORITY FOR ALL
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
----------------------------------------------------------------------------
2. To ratify the appointment of Price Waterhouse as FOR AGAINST ABSTAIN
auditors for the fiscal year ending / / / / / /
November 30, 1996.
3. To act on a stockholder proposal regarding FOR AGAINST ABSTAIN
tobacco-related business of the Company. / / / / / /
4. To vote with discretionary authority upon such other
matters as may properly come before the meeting.
</TABLE>
(Please Date and Sign on Reverse Side)
<PAGE>
Thrift Profit Share Plus
IF NOT OTHERWISE SPECIFIED ABOVE, THIS VOTING CARD WILL BE VOTED IN ACCORDANCE
TO THE TERMS OF THE PLANS.
Receipt of Notice of Meeting and
Proxy Statement and Annual Report
Is Hereby Acknowledged.
Dated: _________________ , 1996
_______________________________
_______________________________
Please sign card as name
appears at left.
<PAGE>
H.B. FULLER INTERNATIONAL VOTING INSTRUCTIONS TO TRUSTEE
PROFIT SHARE PLUS, I hereby request ABN AMRO Trust Company
H.B. FULLER CANADIAN (Jersey) Limited as Trustee of the H.B. Fuller
PROFIT SHARE PLUS AND International Profit Share Plus Trust, the H.B.
H.B. FULLER NEW ZEALAND Fuller Canadian Profit Share Plus Trust and the
PROFIT SHARE PLUS TRUSTS H.B. Fuller New Zealand Profit Share Plus Trust
to vote at the Annual Meeting of the
Shareholders of H.B. Fuller Company ("the
Company") to be held on April 18, 1996, and at
any and all adjournments of said meeting, the
common stock of the Company allocated to my
accounts.
I understand this card must be returned to the
Trustee if my voting instructions are to be
honored. If it is not received by the Trustee,
or if it is received but the voting
instructions are invalid, the stock with
respect to which I could have requested the
Trustee shall be voted by the Trustee in
accordance with the terms of the plans.
The Trustee is hereby directed to vote as indicated on the following proposals
which are more fully described in the Company's Notice of Annual Meeting of
Shareholders and Proxy Statement.
<TABLE>
<S> <C> <C> <C>
1. Election of the following three director-nominees as / / FOR ALL NOMINEES
Class III Directors for a three-year term and until (except as indicated
their successors are duly elected and qualified: below)
Edward L. Bronstien, Jr., Walter Kissling and Lorne / / WITHHOLD
C. Webster. AUTHORITY FOR ALL
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
----------------------------------------------------------------------------
2. To ratify the appointment of Price Waterhouse as FOR AGAINST ABSTAIN
auditors for the fiscal year ending / / / / / /
November 30, 1996.
3. To act on a stockholder proposal regarding FOR AGAINST ABSTAIN
tobacco-related business of the Company. / / / / / /
4. To vote with discretionary authority upon such other
matters as may properly come before the meeting.
</TABLE>
(Please Date and Sign on Reverse Side)
<PAGE>
IF NOT OTHERWISE SPECIFIED ABOVE, THIS VOTING CARD WILL BE VOTED IN ACCORDANCE
TO THE TERMS OF THE PLANS.
Receipt of Notice of Meeting and
Proxy Statement and Annual Report
Is Hereby Acknowledged.
Dated: _________________ , 1996
_______________________________
_______________________________
Please sign card as name
appears at left.
