HYSTER-YALE MATERIALS HANDLING INC
For the period ended May 8, 2024. Filed Mar 28, 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 8, 2024 · Filed Mar 28, 2024
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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 (Amendment No. __)
| 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 |
HYSTER-YALE MATERIALS HANDLING, 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 | |
|---|---|
| NOTICE OF ANNUAL MEETING | |
| PROXY STATEMENT | 1 |
| PART ONE - CORPORATE GOVERNANCE INFORMATION | 2 |
| Composition of the Board | 2 |
| Directors' Meetings and Committees | 2 |
| Board Leadership Structure | 5 |
| Board Oversight of Risk Management | 5 |
| Governance | 6 |
| Corporate Responsibility | 6 |
| Code of Corporate Conduct | 9 |
| Hedging and Speculative Trading Policies and Limited Trading Windows | 9 |
| Review and Approval of Related-Party Transactions | 9 |
| Communication with Directors | 10 |
| Report of the Audit Review Committee | 10 |
| PART TWO - PROPOSALS TO BE VOTED ON AT THE 2023 ANNUAL MEETING | 11 |
| Election of Directors (Proposal 1) | 11 |
| Director Nominee Information | 11 |
| Director Compensation | 14 |
| Delinquent Section 16(a) Reports | 15 |
| Advisory Vote to Approve the Company's Named Executive Officer Compensation (Proposal 2) | 15 |
| Approval of the Amendment and Restatement of the Hyster-Yale Materials Handling, Inc. 2020 Long-Term Equity Incentive Plan (Proposal 3) | 16 |
| Approval of an Amendment to the Company's Second Amended and Restated Certificate of Incorporation to Expand the Exculpation Provision to Limit Liability of Certain Officers (Proposal 4) | 21 |
| Confirmation of Appointment of Ernst & Young LLP, as the Independent Registered Public Accounting Firm of the Company, for the Current Fiscal Year (Proposal 5) | 22 |
| PART THREE - EXECUTIVE COMPENSATION INFORMATION | 23 |
| Summary of Our Named Executive Officer Compensation Program | 23 |
| Compensation Discussion and Analysis | 24 |
| Compensation Committee Report | 36 |
| Summary Compensation Table | 37 |
| Grants of Plan-Based Awards | 38 |
| Equity Compensation | 39 |
| Defined Benefit Pension Plans | 40 |
| Nonqualified Deferred Compensation Benefits | 40 |
| Potential Payments upon Termination/Change in Control | 41 |
| CEO Pay Ratio | 42 |
| Pay Versus Performance | 42 |
| BENEFICIAL OWNERSHIP OF CLASS A COMMON AND CLASS B COMMON | 45 |
| Class A Common Stock | 46 |
| Class B Common Stock | 49 |
| PROCEDURES FOR SUBMISSION AND CONSIDERATION OF DIRECTOR CANDIDATES | 52 |
| SUBMISSION OF STOCKHOLDER PROPOSALS | 53 |
| SOLICITATION OF PROXIES | 53 |
| EQUITY COMPENSATION PLAN INFORMATION | 54 |
| OTHER MATTERS | 54 |
| APPENDIX A | 55 |
| APPENDIX B | 61 |
| FORM OF PROXY CARD | 62 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.