NACCO INDUSTRIES INC (Form: 8-K, Received: 12/17/2020 17:05:59)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________________________________________________________________________________________________________________________________________________________________________________________________

FORM 8-K


CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

December 15, 2020

NACCO INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-9172

34-1505819

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

5875 Landerbrook Drive

Suite 220

Cleveland,

Ohio

44124-4069

(Address of principal executive offices)

(Zip code)

(440)

229-5151

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, $1 par value per share

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

On December 15, 2020, NACCO Industries, Inc. (“NACCO”) approved the terms of the Amendment to the Consulting Agreement between NACCO and Alfred M. Rankin, Jr. The Amendment revises the term of the agreement from October 1 through September 30 to January 1 through December 31. Mr. Rankin will continue to serve as the Chairman of the Board of Directors of NACCO and will continue to support the President and Chief Executive Officer and senior leadership team of NACCO and The North American Coal Corporation under the terms of the agreement.

The Amendment to the Consulting Agreement is listed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated into this Item 1.01 by reference. The foregoing summary of each of these agreements is qualified in its entirety by reference to the full text of such exhibit.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed herewith:


(d) Exhibits

10.1						Amendment to Cons ulting A greement
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

December 17, 2020

NACCO INDUSTRIES, INC.

By:

/s/ Sarah E. Fry

Sarah E. Fry

Associate General Counsel and Assistant Secretary of NACCO

Exhibit 10.1

AMENDMENT TO CONSULTING AGREEMENT

This AMENDMENT TO CONSULTING AGREEMENT (the “Amendment”) is entered into as of December 15, 2020 by and between NACCO Industries, Inc. (the “Company”) and Alfred M. Rankin, Jr. (“Consultant”).

WITNESSETH:

WHEREAS, the Company currently engages Consultant pursuant to the terms and conditions of the Consulting Agreement dated October 1, 2017 (the “Consulting Agreement”);

WHEREAS, Consultant has specialized expertise and knowledge regarding the mining industry, played a lead role and contributed significantly to the development and execution of the Company’s prior successful diversification strategies, and has significant experience in large scale strategic corporate transformation programs;

WHEREAS, Consultant will continue to serve as the Chairman of the Board of Directors of the Company and the Company also wishes to retain the services of Consultant to provide support to the executive management team of the Company, including the President and Chief Executive Officer, upon request; and

WHEREAS, the Company and Consultant desire to amend the Consulting Agreement to modify the term set forth therein, as provided in greater detail below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto memorialize their understanding and agree as follows:

AGREEMENT

1. Definitions. Unless otherwise defined, capitalized terms used herein shall have the meanings assigned to them in the Consulting Agreement.

2. Term. Section 2 of the Consulting Agreement is hereby amended and restated in its entirety to read as follows:

“2. Term. This Agreement shall be effective on January 1, 2021 and shall continue in effect until December 31, 2021, at which time, this Agreement shall be automatically renewed for successive one (1) year periods unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the expiration of the initial term of this Amendment or any renewal term (the term of this Agreement being referred to herein as the “Term”). Notwithstanding the foregoing, this Agreement may be terminated at any time by either party upon thirty (30) days written notice to the other party.”

3. Continuing Force and Effect. Except as herein expressly amended, modified and/or supplemented, all terms, covenants and provisions of the Consulting Agreement are and shall remain in full force and effect and all references therein to such Consulting Agreement shall henceforth refer to the

Consulting Agreement as amended by this Amendment. This Amendment shall be deemed incorporated into, and a part of, the Consulting Agreement.

* * *

EXECUTED on the dates indicated below.

Date:

December 15, 2020

NACCO INDUSTRIES, INC.

By:

/s/ J.C. Butler, Jr.

President and Chief Executive Officer

Date:

December 15, 2020

ALFRED M. RANKIN

By:

/s/ Alfred M. Rankin, Jr.