NACCO INDUSTRIES INC
For the period ended May 15, 2024. Filed Apr 10, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2024 · Filed Apr 10, 2024
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NC$33.99+2.1%Stored close · as of Nov 6, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
| Filed by the Registrant | þ |
|---|---|
| Filed by a Party other than the Registrant | |
| Check the appropriate box: | |
|---|---|
| o | Preliminary Proxy Statement |
| o | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| þ | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under § 240.14a-12 |
NACCO INDUSTRIES, INC.
(Name of Registrant as Specified in its Charter)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| þ | No fee required |
| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
|---|
| TABLE OF CONTENTS | PAGE |
|---|---|
| NOTICE OF ANNUAL MEETING | |
| PROXY STATEMENT | 1 |
| PART I - CORPORATE GOVERNANCE INFORMATION | 3 |
| About NACCO | 3 |
| Corporate Responsibility | 3 |
| Code of Conduct | 5 |
| Leadership Development and Succession Planning | 6 |
| Hedging and Speculative Trading Policies and Limited Trading Windows | 6 |
| Board Composition | 6 |
| Board Leadership Structure and Risk Management | 6 |
| Directors' Meetings and Committees | 7 |
| Directors' Independence | 9 |
| Compensation Committee Interlocks and Insider Participation | 10 |
| Review and Approval of Related-Person Transactions | 10 |
| Communications With Directors | 10 |
| Audit Matters | 11 |
| PART II - EXECUTIVE COMPENSATION INFORMATION | 12 |
| Compensation Discussion and Analysis | 12 |
| Compensation and Human Capital Committee Report | 25 |
| Summary Compensation Table | 26 |
| Grants of Plan-Based Awards Table | 28 |
| Description of Material Factors Relating to the Summary Compensation Table and Grants of Plan-Based Awards Table | 28 |
| Equity Compensation | 28 |
| Potential Payments Upon Termination/Change in Control | 29 |
| Nonqualified Deferred Compensation Benefits | 30 |
| Defined Benefit Pension Plans | 31 |
| CEO Pay Ratio | 31 |
| Pay vs. Performance | 32 |
| PART III - PROPOSALS TO BE VOTED ON AT THE 2024 ANNUAL MEETING | 35 |
| 1. Election of Directors | 35 |
| 2. Approval of Amendment to the Company's Restated Certificate of Incorporation | 40 |
| 3. Advisory Vote to Approve the Company's Named Executive Officer Compensation | 41 |
| 4. Ratification of the Appointment of Company's Independent Registered Public Accounting Firm | 43 |
| PART IV - OTHER IMPORTANT INFORMATION | 44 |
| Equity Compensation Plan Information | 44 |
| Beneficial Ownership of Class A Common and Class B Common | 44 |
| Delinquent Section 16(a) Reports | 50 |
| Submission of Stockholder Proposals | 50 |
| Solicitation of Proxies | 50 |
| Other Matters | 51 |
| APPENDIX A | A-1 |
| FORM OF PROXY CARD | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.