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 Rule 14a-12
|
Payment of Filing Fee (Check the appropriate box):
|
|||
þ
|
|
No fee required.
|
|
|
|
|
|
o
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
|
|
|
|
|
o
|
|
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:
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
To elect twelve directors for the ensuing year;
|
2.
|
To approve on an advisory basis the Company's Named Executive Officer compensation;
|
3.
|
To approve the Hyster-Yale Materials Handling, Inc. 2020 Long-Term Equity Incentive Plan;
|
4.
|
To confirm the appointment of Ernst & Young LLP, as the independent registered public accounting firm of the Company, for the current fiscal year; and
|
5.
|
To conduct any other business as may properly come before the meeting.
|
Suzanne Schulze Taylor
|
Secretary
|
|
•
|
for the election of each director nominee;
|
•
|
to approve, on an advisory basis, the Company's Named Executive Officer compensation;
|
•
|
to approve the Hyster-Yale Materials Handling, Inc. 2020 Long-Term Equity Incentive Plan;
|
•
|
for the confirmation of the appointment of Ernst & Young LLP, as the independent registered public accounting firm of the Company, for the current fiscal year; and
|
•
|
as recommended by our Board of Directors with regard to any other matters or, if no recommendation is given, in the proxy holders' own discretion.
|
PART ONE - CORPORATE GOVERNANCE INFORMATION
|
Composition of the Board
|
Directors' Meetings and Committees
|
Name
|
|
Independent
|
|
Audit Review
|
|
Nominating and Corporate Governance
|
|
Compensation
|
|
Planning Advisory
|
|
Finance
|
|
Executive
|
James B. Bemowski
|
|
Yes
|
|
|
|
|
|
|
|
X
|
|
X
|
|
|
J.C. Butler, Jr.
|
|
No
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Carolyn Corvi
|
|
Yes
|
|
X
|
|
X
|
|
X
|
|
X
|
|
Chair
|
|
X
|
John P. Jumper
|
|
Yes
|
|
Chair (1)
|
|
X
|
|
Chair
|
|
|
|
|
|
X
|
Dennis W. LaBarre
|
|
Yes
|
|
X
|
|
Chair
|
|
|
|
X
|
|
X
|
|
X
|
H. Vincent Poor
|
|
Yes
|
|
|
|
X
|
|
X
|
|
|
|
|
|
|
Alfred M. Rankin, Jr.
|
|
No
|
|
|
|
|
|
|
|
Chair
|
|
X
|
|
Chair
|
Claiborne R. Rankin
|
|
No
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Britton T. Taplin
|
|
Yes
|
|
|
|
|
|
|
|
|
|
X
|
|
|
David B. H. Williams
|
|
No
|
|
|
|
|
|
|
|
|
|
X
|
|
|
Eugene Wong
|
|
Yes
|
|
X
|
|
|
|
X
|
|
|
|
|
|
|
(1)
|
Mr. Stropki served as the Chair of the Audit Review Committee and as a member of the Nominating and Corporate Governance Committee, the Compensation Committee and the Executive Committee until his death on May 11, 2019. General Jumper was appointed the Chair of the Audit Review Committee following the death of Mr. Stropki. The Board of Directors determined that Mr. Stropki was independent during his tenure as a director.
|
Finance Committee
|
|||
2019 Meetings: 3
|
|
|
|
Members:
|
•
|
The Finance Committee has the responsibilities set forth in its charter, including:
|
|
James B. Bemowski
|
|
•
|
reviewing the financing and financial risk management strategies for the Company and its
|
J.C. Butler, Jr.
|
|
|
principal operating subsidiary; and
|
Carolyn Corvi (Chair)
|
|
•
|
making recommendations to the Board on matters concerning finance.
|
Dennis W. LaBarre
|
|
|
|
Alfred M. Rankin, Jr.
|
|
|
|
Claiborne R. Rankin
|
|
|
|
Britton T. Taplin
|
|
|
|
Executive Committee
|
|||
2019 Meetings: 0
|
|
|
|
Members:
|
•
|
The Executive Committee's responsibilities include acting on behalf of the Board on matters requiring
|
|
Carolyn Corvi
|
|
Board action between meetings of the full Board.
|
|
John P. Jumper
|
•
|
All members, except Mr. Rankin, are independent.
|
|
Dennis W. LaBarre
|
|
|
|
Alfred M. Rankin, Jr. (Chair)
|
|
|
|
Board Leadership Structure
|
•
|
focus our Board of Directors on the most significant strategic goals and risks of our business;
|
•
|
utilize the individual qualifications, skills and experience of the other members of the Board of Directors to maximize their contributions to our Board of Directors;
|
•
|
assess whether each other member of our Board of Directors has sufficient knowledge and understanding of our business to enable them to make informed judgments;
|
•
|
promote a seamless flow of information to our Board of Directors;
|
•
|
facilitate the flow of information between our Board of Directors and our management; and
|
•
|
provide the perspective of a long-term stockholder.
|
Board Oversight of Risk Management
|
Board/Committee
|
|
Primary Areas of Risk Oversight
|
Full Board
|
•
|
Oversees overall Company risk management procedures, including operational and strategic, and regularly receives and evaluates reports and presentations from the Chairs of the Audit Review, NCG, Compensation, Planning Advisory and Finance Committees on risk-related matters falling within each respective committee's oversight responsibilities
|
Audit Review Committee
|
•
|
Oversees financial and legal risks by regularly reviewing reports and presentations given by management, including our Senior Vice President, General Counsel and Secretary, Senior Vice President and Chief Financial Officer, and Director, Internal Audit, as well as other operational Company personnel, and evaluates potential related-person transactions
|
•
|
Regularly reviews our risk management practices and risk-related policies (for example, the Company's Code of Corporate Conduct and legal and regulatory reviews) and evaluates potential risks related to internal control over financial reporting
|
|
NCG Committee
|
•
|
Oversees potential risks related to our governance practices by, among other things, reviewing succession plans and performance evaluations of the Board and CEO
|
Compensation Committee
|
•
|
Oversees potential risks related to the design and administration of our compensation plans, policies and programs, including our performance-based compensation programs, to promote appropriate incentives that do not encourage unnecessary and excessive risk-taking by our executive officers or other employees
|
Planning Advisory Committee
|
•
|
Assists the Board in its oversight of the Company's key strategies, projects and initiatives
|
Finance Committee
|
•
|
Regularly reviews risks related to financing and other risk management strategies, including reviews of our insurance portfolios
|
Code of Conduct
|
Hedging and Speculative Trading Policies and Limited Trading Windows
|
Review and Approval of Related Party Transactions
|
•
|
the nature of the related-person's interest in the transaction;
|
•
|
the material terms of the transaction, including, without limitation, the amount and type of transaction;
|
•
|
the importance of the transaction to the related person;
|
•
|
the importance of the transaction to the Company;
|
•
|
whether the transaction would impair the judgment of a director or executive officer to act in our best interest; and
|
•
|
any other matters the Audit Review Committee deems appropriate.
|
Communication with Directors
|
Report of the Audit Review Committee
|
PART TWO - PROPOSALS TO BE VOTED ON AT THE 2020 ANNUAL MEETING
|
Election of Directors (Proposal 1)
|
Director Nominee Information
|
Name
|
|
Age
|
|
Principal Occupation and Business Experience During
Last Five Years and other Directorships in Public Companies
|
|
Director Since
|
James B. Bemowski
|
|
66
|
|
Senior Advisor for Doosan Corporation (a South Korean Conglomerate), from 2016 to 2018; Vice Chairman of Doosan Group from prior to 2015 to April 2016; Chief Executive Officer of Doosan Corporation Business Operations from prior to 2015 to August 2015; Director of POSCO (a multi-national steel company) from prior to 2015 to 2015; since prior to 2015 a member of Claremont McKenna College Board of Trustees, a member of the Board of Advisors of Southern Capital (a Singapore-based private equity firm); and since prior to 2015 to 2018 Chairman of the Global Advisory Board of Yonsei University Business School.
Mr. Bemowski's combined 35 years of experience through his various positions with Doosan and McKinsey & Company, as a director and officer manager in Asia, brings a depth of understanding of Asian market business practices, including in the forklift business. In addition, he has extensive knowledge in the areas of financial services, acquisitions, restructuring, alliances and private equity. He also brings to our Board practical insights with respect to the global steel, energy and materials businesses.
|
|
2018
|
J.C. Butler, Jr.
|
|
59
|
|
President and Chief Executive Officer of NACCO Industries, Inc. (“NACCO”) since September 2017. President and Chief Executive Officer of The North American Coal Corporation (“NACoal”, a wholly owned subsidiary of NACCO) since July 2015. Senior Vice President - Finance, Treasurer and Chief Administrative Officer of NACCO from prior to 2015 to September 2017. Senior Vice President - Project Development, Administration and Mississippi Operations of NACoal from prior to 2015 to July 2015. Director of NACCO since September 2017 and of Hamilton Beach Brands Holding Company ("HBBHC") since September 2017. Director of Midwest AgEnergy Group (a developer and operator of ethanol facilities in North Dakota). Mr. Butler also serves on the board of the National Mining Association and is a member of the Management Committee of the Lignite Mining Association.
With over 20 years of service as a member of senior management at NACCO while we were its wholly owned subsidiary, including as Treasurer of HYG, our principal operating subsidiary, Mr. Butler has extensive knowledge of our operations and strategies.
|
|
2012
|
Carolyn Corvi
|
|
68
|
|
Retired Vice President and General Manager - Airplane Programs of The Boeing Company (an aerospace company). Ms. Corvi also serves as director of United Continental Holdings, Inc. and Allegheny Technologies, Inc.
Ms. Corvi's experience in general management, including her service as vice president and general manager of a major publicly traded corporation, enables her to make significant contributions to our Board of Directors. Through this past employment experience and her past and current service on the boards of publicly traded corporations, she offers the Board a comprehensive perspective for developing corporate strategies and managing risks of a major publicly traded corporation. |
|
2012
|
Edward T. Eliopoulos
|
|
63
|
|
Retired Partner of Ernst & Young, LLP (a public accounting firm).
Mr. Eliopoulos is a certified public accountant with more than 40 years of experience performing, reviewing, and overseeing audits of a wide range of global publicly traded companies. In addition, he has significant experience as a member of senior management of a major public accounting firm. These attributes, skills, and qualifications combined with his educational background in accounting enable him to provide our Board with vast financial, accounting, and corporate governance expertise. Mr. Eliopoulos also has served on the board of A. Schulman, Inc., as well as privately held companies and numerous non-profit and community boards. |
|
2020
|
John P. Jumper
|
|
75
|
|
Retired Chief of Staff, United States Air Force. Chairman of the Board of Leidos Holdings, Inc. (an applied technology company) from prior to 2015 to June 2015. From prior to 2015, President, John P. Jumper & Associates (aerospace consulting). General Jumper also serves as a Director of NACCO, HBBHC and Leidos Holdings, Inc.
Through his extensive military career, including as the highest-ranking officer in the U.S. Air Force, General Jumper developed valuable and proven leadership and management skills that make him a significant contributor to our Board. In addition, General Jumper's current and prior service on the boards of other publicly traded corporations, as well as Chairman and Chief Executive Officer of two Fortune 500 companies, allow him to provide valuable insight to our Board on matters of corporate governance and executive compensation policies and practices.
|
|
2012
|
Name
|
|
Age
|
|
Principal Occupation and Business Experience During
Last Five Years and other Directorships in Public Companies
|
|
Director Since
|
Dennis W. LaBarre
|
|
77
|
|
Retired Partner of Jones Day (a law firm). Mr. LaBarre also serves as a Director of NACCO and HBBHC.
Mr. LaBarre is a lawyer with broad experience counseling boards and senior management of publicly traded and private corporations regarding corporate governance, compliance and other domestic and international business and transactional issues. In addition, he has over 30 years of experience as a member of senior management of a major international law firm. These experiences enable him to provide our Board of Directors with an expansive view of legal and business issues, which is further enhanced by his extensive knowledge of us as a result of his many years of service on NACCO's board and through his involvement with its committees. |
|
2012
|
H. Vincent Poor
|
|
68
|
|
Michael Henry Strater University Professor of Electrical Engineering at Princeton University since prior to 2015; Professor of Electrical Engineering since prior to 2015; Associated Faculty, Princeton Environmental Institute since prior to 2015; Associated Faculty, Program in Applied and Computational Mathematics since prior to 2015; Associated Faculty, Andlinger Center for Energy and Environment since prior to 2015; Dean, School of Engineering and Applied Science from prior to 2015 to 2016; Director, IEEE Foundation since 2015; and Director, Corporation for National Research Initiatives since prior to 2015. A member of the U.S. National Academy of Engineering and a former Guggenheim Fellow.
Dr. Poor’s broad experience in the fields of robust statistical signal processing, multi-user detection and non-Gaussian signal processing have opened new horizons in wireless communications and related fields. In this context, his extensive skills and knowledge allow him to provide valuable insight to our Board on matters related to telemetry and electrical engineering.
|
|
2017
|
Alfred M. Rankin, Jr.
|
|
78
|
|
Chairman, President, and Chief Executive Officer of the Company and Chairman of HYG. Since September 2017, Non-Executive Chairman of NACCO and NACCO’s principal subsidiary, NACoal. Since January 2019, Non-Executive Chairman of HBBHC and its principal subsidiary, Hamilton Beach Brands ("HBB"). From September 2017 to December 2018 Executive Chairman of HBBHC and HBB. From prior to 2015 to September 2017, Chairman of HBB. From prior to 2015 to September 2017, Chairman, President, and CEO of NACCO and Chairman of NACoal.
In over 45 years of service to NACCO, our former parent company, as a Director and over 25 years in senior management of NACCO, Mr. A. Rankin has amassed extensive knowledge of all of our strategies and operations. In addition to his extensive knowledge of the Company, he also brings to our Board unique insight resulting from his service on the boards of other publicly traded corporations and the Federal Reserve Bank of Cleveland. Additionally, through his dedicated service to many of Cleveland’s cultural institutions, he provides a valuable link between our Board, the Company, and the community surrounding our corporate headquarters. Mr. A. Rankin is also the grandson of the founder of NACCO and additionally brings the perspective of a long-term stockholder to our Board. |
|
2012
|
Claiborne R. Rankin
|
|
69
|
|
Manager of NCAF Management, LLC, the managing member of North Coast Angel Fund, LLC (a private firm specializing in venture capital and investments) from prior to 2015. Managing Member of Sycamore Partners, LLC, the manager of NCAF Management II, LLC and managing member of North Coast Angel Fund II, LLC (each a private firm specializing in venture capital and investments) from prior to 2015.
Mr. C. Rankin is the grandson of the founder of NACCO. As a member of the board of HYG for more than 20 years, Mr. C. Rankin has extensive knowledge of the lift truck industry and the Company. This experience and knowledge, his venture capital experience and the perspective of a long-term stockholder enable him to contribute to our Board of Directors.
|
|
2012
|
Britton T. Taplin
|
|
63
|
|
Self-employed (personal investments) from prior to 2015. Mr. Taplin also serves as a Director of NACCO.
Mr. Taplin is the grandson of the founder of NACCO and brings the perspective of a long-term stockholder to our Board of Directors.
|
|
2012
|
David B. H. Williams
|
|
50
|
|
President of the law firm Williams, Bax & Saltzman, P.C. from prior to 2015.
Mr. Williams is a lawyer with more than 25 years of experience providing legal counsel to businesses in connection with litigation and commercial matters. Mr. Williams' substantial experience as a litigator and commercial advisor enables him to provide valuable insight on business and legal issues pertinent to the Company.
|
|
2020
|
Name
|
|
Age
|
|
Principal Occupation and Business Experience During
Last Five Years and other Directorships in Public Companies
|
|
Director Since
|
Eugene Wong
|
|
85
|
|
Professor Emeritus of the University of California at Berkeley from prior to 2015.
Dr. Wong has broad experience in engineering, particularly in the areas of electrical engineering and software design, which are of significant value to the oversight of our information technology infrastructure, product development and general engineering. He has served as technical consultant to a number of leading and developing nations, which enables him to provide an up-to-date international perspective to our Board of Directors. Dr. Wong has also co-founded and managed several corporations, and has served as a chief executive officer of one, enabling him to contribute an administrative and management perspective of a corporate chief executive officer.
|
|
2012
|
Director Compensation
|
Name
|
|
Fees Earned or Paid in
Cash
($)(1)
|
|
Stock
Awards
($)(2)
|
|
All Other
Compensation
($)(3)
|
|
Total
($)
|
James B. Bemowski
|
|
$90,076
|
|
$117,090
|
|
$6,959
|
|
$214,125
|
J.C. Butler, Jr.
|
|
$88,076
|
|
$117,090
|
|
$5,322
|
|
$210,488
|
Carolyn Corvi
|
|
$134,451
|
|
$117,090
|
|
$4,959
|
|
$256,500
|
John P. Jumper
|
|
$127,451
|
|
$117,090
|
|
$5,243
|
|
$249,784
|
Dennis W. LaBarre
|
|
$144,076
|
|
$117,090
|
|
$5,198
|
|
$266,364
|
H. Vincent Poor
|
|
$94,076
|
|
$117,090
|
|
$6,884
|
|
$218,050
|
Claiborne R. Rankin
|
|
$80,076
|
|
$117,090
|
|
$6,959
|
|
$204,125
|
John M. Stropki (4)
|
|
$16,397
|
|
$69,876
|
|
$1,313
|
|
$87,586
|
Britton T. Taplin
|
|
$80,076
|
|
$117,090
|
|
$6,959
|
|
$204,125
|
Eugene Wong
|
|
$24,171
|
|
$190,473
|
|
$3,801
|
|
$218,445
|
(1)
|
The amounts in this column reflect the annual retainers and other fees earned by our directors for services rendered in 2019. They also include payment for certain fractional shares of Class A Common that were earned and cashed out under the Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan (the "Non-Employee Directors' Plan") described below.
|
(2)
|
Under the Non-Employee Directors' Plan, the directors are required to receive a portion of their annual retainer in shares of Class A Common (the "Mandatory Shares"). They are also permitted to elect to receive all or part of the remainder of the retainer and all fees in the form of shares of Class A Common (the "Voluntary Shares"). Amounts in this column reflect the aggregate grant date fair value of the Mandatory Shares and Voluntary Shares that were granted to directors under the Non-Employee Directors' Plan, determined pursuant to the Financial Accounting Standards Board Accounting Standards Codification Topic 718, which we refer to as "FASB ASC Topic 718". See Note 6 of the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 for more information regarding the accounting treatment of our equity awards. Mandatory and Voluntary Shares are immediately vested when granted. Therefore, no equity awards remained outstanding at the end of 2019.
|
(3)
|
The amount listed includes: (i) Company-paid life-insurance premiums for the benefit of the director; (ii) other Company-paid premiums for accidental death and dismemberment insurance for the directors and their spouses; and (iii) personal excess liability insurance premiums for the directors and immediate family members (other than Messrs.
|
(4)
|
Mr. Stropki ceased serving as a director on May 11, 2019 due to his death.
|
•
|
a retainer of $178,000 ($118,000 of which will be paid in the form of Mandatory Shares, as described below);
|
•
|
attendance fees of $1,000 per day for each meeting attended (including telephonic/telepresence meetings) of our Board of Directors or subsidiary Board of Directors (limited to $1,000 per day);
|
•
|
attendance fees of $1,000 for each meeting attended (including telephonic/telepresence meetings) of a committee of our Board of Directors on which the director served;
|
•
|
an additional retainer of $7,000 for each committee of our Board of Directors on which the director served (other than the Executive Committee);
|
•
|
an additional retainer of $10,000 for each committee of our Board of Directors on which the director served as chairman (other than the Audit Review Committee); and
|
•
|
an additional retainer of $15,000 for the chairman of the Audit Review Committee of our Board of Directors.
|
•
|
by will or the laws of descent and distribution;
|
•
|
pursuant to a qualifying domestic relations order; or
|
•
|
to a trust for the benefit of the director or his or her spouse, children or grandchildren.
|
•
|
ten years after the last day of the calendar quarter for which such shares were earned;
|
•
|
the director's death or permanent disability;
|
•
|
five years from the date of the director's retirement;
|
•
|
the date that a director is both retired from our Board of Directors and has reached age 70; or
|
•
|
at such other time as determined by the Board of Directors in its sole discretion.
|
Delinquent Section 16(a) Reports
|
Advisory Vote to Approve the Company's Named Executive Officer Compensation (Proposal 2)
|
•
|
to attract, retain and motivate talented management;
|
•
|
to reward management with competitive total compensation for the achievement of specific corporate and individual goals; and
|
•
|
to make management long-term stakeholders in the Company.
|
Approval of the Hyster-Yale Materials Handling, Inc. Long-Term Equity Incentive Plan (Proposal 3)
|
•
|
Share Counting: The New Equity Plan provides that, if applicable, shares withheld by the Company, tendered or otherwise used to satisfy a tax withholding obligation, will count against shares issuable under the New Equity Plan.
|
•
|
"Disability" Definition: The New Equity Plan provides that a participants will be deemed to have a disability if he or she qualifies for disability benefits under HYG's long-term disability plan.
|
•
|
"Retire" Definition: This definition in the New Equity Plan means a termination of employment after reaching age 60 with five years of service.
|
•
|
Transferability: The New Equity Plan provides that, in addition to a trust, Award Shares may be transferred to a partnership for the benefit of a participant or certain members of his family.
|
•
|
Plan Term: The New Equity Plan has a limited term. No Award Shares may be issued under the New Equity Plan on or after May 19, 2030.
|
•
|
Adjustments: The New Equity Plan allows the Compensation Committee, in connection with certain transactions or events, to provide substitute consideration for outstanding Award Shares.
|
•
|
In the event of a change in control (as defined in the plan document), participants employed on the date of the change in control (or who die, become disabled or "retire" (as defined in the New Equity Plan) during such performance period and prior to the change in control) will be entitled to receive a pro-rata award for the applicable performance period, in an amount equal to 100% of their long-term target award for the performance period, pro-rated to reflect the period of time the participants were employed during such performance period prior to the change in control.
|
•
|
Participants who die, become disabled or retire during an award term will be eligible for an award for the performance period calculated based on actual Company results, pro-rated to reflect the period of time the participants were employed during the performance period prior to their termination of employment.
|
•
|
Awards for participants who are employed by the Company or one of its subsidiaries on the last day of the performance period but are not employed for the entire performance period will be prorated based on the number of days the participant was actually employed by the Company or one of its subsidiaries during such performance period.
|
•
|
The Compensation Committee has discretion to provide for payment of an award to a participant who does not meet any of the foregoing conditions.
|
•
|
the average closing price of Class A Common on the NYSE at the end of each week during the year preceding the commencement of the award year (or such other previous calendar year determined by the Compensation Committee, subject to certain tax-based limitations); or
|
•
|
the average closing price of Class A Common on the NYSE at the end of each week of the applicable performance period.
|
Name and Position
|
Dollar Value(s) (1)
|
|
|||||
Alfred M. Rankin, Jr. - Chairman, President and CEO - Hyster-Yale and Chairman – HYG
|
$
|
3,452,019
|
|
(3)
|
|||
Kenneth C. Schilling - Senior Vice President and Chief Financial Officer – Hyster-Yale and Senior Vice President and Chief Financial Officer – HYG
|
$
|
380,650
|
|
(3)
|
|||
Colin Wilson - Former President and CEO, HYG – Hyster-Yale and Former President and CEO – HYG
|
—
|
|
(3)
|
||||
Rajiv Prasad - President and CEO, HYG – Hyster-Yale and President and CEO – HYG
|
$
|
1,097,330
|
|
(3)
|
|||
Charles F. Pascarelli - Senior Vice President, President, Americas – HYG
|
$
|
543,720
|
|
(3)
|
|||
Executive Officer Group (13 persons)
|
$
|
7,606,866
|
|
(3)
|
|||
Non-Executive Director Group (12 persons)
|
$
|
—
|
|
(2)
|
|||
Non-Executive Officer Employee Group (7,900 persons)
|
$
|
15,464,982
|
|
(3)
|
(1)
|
The amounts include the 15% increase from the Korn Ferry recommended long-term target awards that the Compensation Committee applies to account for the immediately taxable nature of the awards. See "Long-Term Incentive Compensation" beginning on page 29.
|
(2)
|
Non-employee directors are not eligible to participate in the New Equity Plan.
|
(3)
|
The Compensation Committee has only designated certain senior management employees of the Company and its subsidiaries employed in the U.S. as participants in the New Equity Plan for 2020.
|
Confirmation of Appointment of Ernst & Young LLP, the Independent Registered Public Accounting Firm of the Company, for the Current Fiscal Year (Proposal 4)
|
PART THREE - EXECUTIVE COMPENSATION INFORMATION
|
Summary of Our Named Executive Officer Compensation Program
|
At our 2019 annual meeting of stockholders, the Company received strong support for our compensation program with over 99% of the votes cast approving our advisory vote on Named Executive Officer compensation. The Compensation Committee believes that this overwhelming support validates the philosophy and objectives of our executive compensation program.
|
What We Do
|
|
What We Do Not Do
|
Equity compensation awards for the Company's most senior executives, including the NEOs, generally must be held for ten years. Equity awards cannot be pledged, hedged or transferred during this time.
|
|
We do not provide our NEOs with employment or individual change in control agreements.
|
We provide limited change in control protections under our incentive and nonqualified deferred compensation plans that (i) accelerate the time of payment of previously vested incentive benefits and non-qualified retirement benefits and (ii) provide for pro-rata target incentive payments for the year of any change in control.
|
|
We do not provide any tax gross-ups except for certain relocation expenses and under one non-qualified retirement plan that was frozen in 2007.
|
We provide for a modest level of perquisites, the majority of which are paid in cash, that are determined based on market reasonableness.
|
|
We do not provide our NEOs with any minimum or guaranteed bonuses.
|
We use an independent compensation consultant.
|
|
We do not take into account our long-term awards when determining our defined contribution retirement benefits.
|
We set our target compensation at the 50th percentile of our chosen benchmark group and deliver compensation above or below this level based on performance.
|
|
We do not have any active defined benefit plans and gave our NEOs credit for only time worked under our frozen pension plans.
|
Compensation Discussion and Analysis
|
Name (1)
|
|
Titles
|
Alfred M. Rankin, Jr.
|
|
Chairman, President and CEO – Hyster-Yale
Chairman – HYG
|
Kenneth C. Schilling
|
|
Senior Vice President and Chief Financial Officer – Hyster-Yale
Senior Vice President and Chief Financial Officer – HYG
|
Colin Wilson (2)
|
|
Former President and CEO, HYG – Hyster-Yale
Former President and CEO – HYG
|
Rajiv K. Prasad (3)
|
|
President and CEO, HYG – Hyster-Yale
President and CEO – HYG
|
Charles F. Pascarelli
|
|
Senior Vice President, President, Americas - HYG
|
(2)
|
Mr. Wilson retired as an active employee from the Company effective December 31, 2019 and entered into a consulting agreement, as further described in "Executive Compensation Program for 2020 and Impact of 'Say-on-Pay' Stockholder Vote" beginning on page 35.
|
(3)
|
Mr. Prasad, who formerly served as Chief Product and Operations Officer – HYG, became President and Chief Executive Officer - HYG effective January 1, 2020.
|
•
|
2019 salary midpoints, incentive compensation targets (calculated as a percentage of salary midpoint) and target total compensation for all senior management positions;
|
•
|
2019 salary midpoints and/or range movement for all other employee positions; and
|
•
|
Mid-year salary point levels, salary midpoints and incentive targets for all new senior management positions and/or changes to current senior management positions.
|
•
|
It provides relevant information regarding the compensation paid to employees, including senior management employees, with similar skill sets used in our industry and represents the talent pool from which we recruit;
|
•
|
The use of a broad-based survey reduces volatility and lessens the impact of cyclical upswings or downturns in any one industry that could otherwise skew the survey results in any particular year; and
|
•
|
It provides a competitive framework for recruiting employees from outside of our industry.
|
•
|
attract, retain and motivate talented management;
|
•
|
reward management with competitive total compensation for achievement of specific corporate and individual goals;
|
•
|
make management long-term stakeholders in the Company;
|
•
|
help ensure that management's interests are closely aligned with those of our Company's stockholders; and
|
•
|
maintain consistency in compensation among all of the Company's direct and indirect subsidiaries.
|
•
|
salary midpoint, as determined by Korn Ferry from the General Industrial survey;
|
•
|
cash in lieu of perquisites (if applicable);
|
•
|
short-term incentive target dollar amount (determined by multiplying the salary midpoint by a specified percentage of that midpoint, as determined by the Compensation Committee, with advice from Korn Ferry, for each salary grade);
|
•
|
long-term incentive target dollar amount (determined in the same manner as the short-term incentive target);
|
•
|
target total compensation, which is the sum of the foregoing amounts; and
|
•
|
base salary.
|
Named Executive Officer
|
|
(A)
Salary Midpoint ($)(%)
|
|
|
(B)
Cash in Lieu of Perquisites ($)(%)(1)
|
|
|
(C)
Short-Term Plan Target ($)(%)
|
|
|
(D)
Long-Term Plan Target
($)(%)(2)
|
|
(A)+(B)+(C)+(D) Target Total Compensation
($)
|
Alfred M. Rankin, Jr. (3)
|
|
$1,004,940
|
18%
|
|
$40,500
|
1%
|
|
$1,055,187
|
19%
|
|
$3,351,475
|
62%
|
$5,452,102
|
Kenneth C. Schilling
|
|
$429,300
|
43%
|
|
$20,000
|
2%
|
|
$214,650
|
21%
|
|
$345,587
|
34%
|
$1,009,537
|
Colin Wilson
|
|
$859,300
|
26%
|
|
$40,000
|
2%
|
|
$687,440
|
21%
|
|
$1,679,932
|
51%
|
$3,266,672
|
Rajiv K. Prasad (4)
|
|
$620,300
|
33%
|
|
$32,000
|
1%
|
|
$434,210
|
23%
|
|
$820,347
|
43%
|
$1,906,857
|
Charles F. Pascarelli
|
|
$511,500
|
37%
|
|
$20,000
|
1%
|
|
$306,900
|
22%
|
|
$529,403
|
40%
|
$1,367,803
|
(1)
|
The NEOs are paid a fixed dollar amount of cash in lieu of perquisites. The applicable dollar amounts provided to the NEOs in 2019 were approved by the Compensation Committee based on an analysis performed by Korn Ferry in 2017 and will remain in effect through 2020. Based on this analysis, the Compensation Committee set a defined perquisite allowance for each NEO, based on salary point levels. These amounts are paid in cash ratably throughout the year. This approach satisfies our objective of providing competitive total compensation to our NEOs while recognizing that perquisites are largely just another form of compensation.
|
(2)
|
The amounts shown include a 15% increase from the Korn Ferry-recommended long-term plan target awards that the Compensation Committee applies each year to account for the immediately taxable nature of the awards issued under the Hyster-Yale Materials Handling, Inc. Long-Term Equity Incentive Plan (the "Equity Long-Term Plan"). See "Long-Term Incentive Compensation" beginning on page 29.
|
(3)
|
Beginning in 2015, the Compensation Committee agreed to benchmark Mr. A. Rankin’s annual compensation against that of a stand-alone Chairman, President and CEO of the Company (using the 50th percentile of the applicable Korn Ferry survey then in effect) and then apply a reduction factor to the midpoint to reflect the fact that Mr. A. Rankin was still employed by, and providing full-time services to, two publicly traded companies (the Company and NACCO). However, Mr. A. Rankin retired as President and Chief Executive Officer of NACCO effective as of September 30, 2017 and consequently ceased providing full-time CEO services to two publicly traded companies at that time. The Compensation Committee noted that following his retirement from NACCO, Mr. A. Rankin continues to provide services to NACCO and Hamilton Beach Brands Holding in addition to the Company. For 2019, the Compensation Committee considered several alternatives and decided to apply a 10% reduction factor to the 2019 Korn Ferry-
|
2019 Mr. A. Rankin Target Compensation
|
|
(A) Salary Midpoint
|
|
(B) Cash in Lieu of Perquisites
|
|
(C)
Short-Term Plan Target (105%)
|
|
(D)
Equity Long-Term Plan Target (290%) + 15% increase
|
|
(A) + (B) + (C) + (D) Target Total Compensation
|
Hay-Recommended Amounts
|
|
$1,116,633
|
|
$45,000
|
|
$1,172,430
|
|
$3,723,861
|
|
$6,057,924
|
Adjusted Amounts Determined by Compensation Committee (10% reduction - as reflected on table above)
|
|
$1,004,940
|
|
$40,500
|
|
$1,055,187
|
|
$3,351,475
|
|
$5,452,102
|
(4)
|
Mr. Prasad's position as Chief Product and Operations Officer – HYG was expanded effective July 1, 2019 to include oversight of global operations. Based on our compensation philosophy and a Korn Ferry benchmarking recommendation, the Compensation Committee increased his salary midpoint, perquisite allowance and short-term plan and Equity Long-Term Plan target amounts from the following:
|
Mr. Prasad Target Compensation Effective January 1, 2019 - July 1, 2019
|
|
(A)
Salary Midpoint ($)(%)
|
|
(B)
Cash in Lieu of Perquisites ($)(%)
|
|
(C)
Short-Term Plan Target ($)(%)
|
|
(D)
Long-Term Plan Target
($)(%)
|
(A)+(B)+(C)+(D) Target Total Compensation
($)
|
Rajiv K. Prasad
|
|
$596,600
|
|
$25,000
|
|
$387,790
|
|
$656,260
|
$1,665,650
|
•
|
general inflation, salary trends and economic forecasts provided by Korn Ferry;
|
•
|
general budget considerations and business forecasts provided by management; and
|
•
|
any extraordinary personal accomplishments or corporate events that occurred during 2018.
|
Named Executive Officer
|
|
Salary Midpoint
Determined by
Korn Ferry
($)
|
|
Base Salary for 2019 and as
a Percentage of Salary Midpoint ($)(%) |
|
Change Compared to
2018 Base Salary
(%)
|
|
Alfred M. Rankin, Jr. (1)(2)
|
|
$1,004,940
|
|
$980,885
|
97.6%
|
|
7.0%
|
Kenneth C. Schilling (3)
|
|
$429,300
|
|
$427,577
|
99.6%
|
|
4.0%
|
Colin Wilson (2)
|
|
$859,300
|
|
$752,500
|
87.6%
|
|
8.0%
|
Rajiv K. Prasad (4)
|
|
$620,300
|
|
$549,606
|
88.6%
|
|
8.6%
|
Charles F. Pascarelli (3)
|
|
$511,500
|
|
$481,983
|
94.2%
|
|
4.0%
|
(1)
|
The Compensation Committee reduced Mr. A. Rankin's salary midpoint by 10% from the Korn Ferry-recommended amount for a stand-alone Chairman, President and CEO of the Company in 2019.
|
(2)
|
The above-average salary increases for Messrs. A. Rankin and Wilson were driven by their exceptional individual performance ratings, using the same rating system used for all of our employees.
|
(3)
|
Moderate salary increases of 4% for other NEOs were driven by their individual performance ratings.
|
(4)
|
Due to an increase in responsibilities, Mr. Prasad's salary midpoint and base salary were increased effective July 1, 2019. The salary midpoint shown above is the 2019 annualized increased amount. The base salary shown above and on the Summary Compensation Table is the blended amount actually received by Mr. Prasad in 2019. The percentage increase shown above is calculated based on a comparison of the blended base salary he received in 2019 to the base salary he received in 2018.
|
•
|
Targets Based on Annual Operating Plan. Certain performance targets are based on forecasts contained in the 2019 annual operating plan ("AOP"). With respect to these targets, there is an expectation that these performance targets will be met during the year. If they are not, the participants will not receive all or a portion of the award that is based on these performance criteria.
|
•
|
Targets Based on Long-Term Goals. Other performance targets are not based on the 2019 AOP. Rather, they are based on long-term goals established by the Compensation Committee. Because these targets are not based on the AOP, it is possible in any given year that the level of expected performance may be above or below the specified performance target for that year. The operating profit percent performance targets under the Equity Long-Term Plan are examples of targets that are based on long-term goals (see "Long-Term Incentive Compensation" beginning on page 29).
|
•
|
Operating Profit Percent Override. The Compensation Committee approved an operating profit percent "override" feature for each of the Short-Term Plan and the Equity Long-Term Plan (collectively, the "Incentive Plans") for 2019. This feature provides for a reduction in payouts under the plans from the amounts otherwise determined under the pre-established performance targets unless a separate operating profit percent target is achieved, thus providing participants with additional motivation to deliver outstanding performance.
|
•
|
Target awards for each executive are equal to a specified percentage of the executive's 2019 salary midpoint, based on the number of salary points assigned to the position and the appropriate level of short-term and long-term incentive compensation targets recommended by Korn Ferry and adopted by the Compensation Committee at that level. The Compensation Committee then increases the target amounts under the Equity Long-Term Plan by 15% to account for the immediately taxable nature of the awards.
|
•
|
The plans have a one-year performance period. Final awards are determined after year-end by comparing actual performance to the pre-established performance targets that were set by the Compensation Committee.
|
•
|
The Compensation Committee, in its discretion, may increase, decrease or eliminate awards and may approve the payment of awards where performance would otherwise not meet the minimum criteria set for payment of awards.
|
•
|
Short-Term Plan awards are paid annually in cash. Equity Long-Term Plan awards are paid annually in a combination of cash and restricted shares of Class A Common.
|
•
|
All awards are immediately vested when granted. Note, however, that the transfer restrictions on the awards to our NEOs under our Equity Long-Term Plan provide an incentive over the ten-year restricted period to increase the value of the Company, which is expected to be reflected in the increased value of the stock awarded. The Compensation Committee believes that this encourages our NEOs to maintain a long-term focus on our profitability, which is in the Company's best interests.
|
•
|
For 2019, the maximum awards under the Short-Term Plan may not exceed 150% of the target award level. The cash-denominated awards under the Equity Long-Term Plan may not exceed 200% of the target award level (or the greater of $12,000,000 and the fair market value of 50,000 shares of Class A Common, determined at the time of payment).
|
•
|
Refer to "Limited Change in Control Benefits" on page 34 for a description of the impact of a change in control on Incentive Plan awards.
|
•
|
Selection of Performance Factors and Targets. The Compensation Committee considered the factors described under "Incentive Compensation - Overview" beginning on page 24 and adopted performance criteria and target performance levels to determine the 2019 incentive compensation awards.
|
•
|
Achievement Percentages. The achievement percentages are otherwise based on the formulas contained in performance guidelines adopted by the Compensation Committee. The formulas do not provide for straight-line interpolation from the performance target to the maximum payment target.
|
•
|
ROTCE Performance Factor. For the 2019 performance period, the Company's Adjusted Consolidated ROTCE - Global is calculated as: (i) Earnings Before Interest After-Tax after adjustments divided by (ii) Total Capital Employed after adjustments. Earnings Before Interest After-Tax is equal to the sum of interest expense, net of interest income, less 26% for taxes, plus net income from continuing operations attributable to stockholders, which we refer to as net income. Total Capital Employed is equal to (i) the sum of the average debt and average stockholders' equity less (ii) average consolidated cash. Average debt, stockholders' equity and consolidated cash are calculated by taking the sum of the balance at the beginning of the year and the balance at the end of each of the next 12 months divided by 13.
|
•
|
Adjustments. In calculating the various 2019 incentive compensation performance targets and results, certain adjustments were established by the Compensation Committee at the time the 2019 incentive compensation targets were set, including (i) the exclusion of the anticipated and actual results of Nuvera from adjusted consolidated ROTCE and operating profit and (ii) the after-tax impact of certain items only if they were in excess of the amounts included in the 2019 AOP (for example, changes in laws or regulations, acquisition-related expenses and the post-acquisition impact of business acquisitions). The Compensation Committee also made additional adjustments for certain non-recurring or special items that occurred during 2019 and were not known or considered at the time the 2019 AOP was established. For 2019, the Compensation Committee approved adjustments specifically excluding the following items from the calculation of 2019 incentive compensation:
|
◦
|
Recovered amounts received by the Company for certain tariffs paid in 2018;
|
◦
|
Expenses related to enterprise resource planning (ERP) software changes and the implementation of ERP software at HY Maximal;
|
◦
|
The impact of significant component shortages from a key supplier; and
|
◦
|
Expenses related to a historical product liability case.
|
•
|
Market Share Performance Factors. These tables do not disclose our market share targets or results due to the competitively sensitive nature of that information, even on a historical basis. Competition in the lift truck industry is
|
•
|
Operating Profit Percent Over-Ride. Under the operating profit percent “override” feature approved by the Compensation Committee for the Incentive Plans in 2019, payouts under the plans would be reduced by up to 40% from the amounts otherwise determined under the pre-established performance targets unless a separate operating profit percent target of 3.5% is achieved, thus providing participants with additional motivation to deliver outstanding performance. Because the Company achieved 3.4% adjusted operating profit percent for 2019, the final payout percentage for participants under each of the Incentive Plans was reduced to 99.0% of the calculated payout percentage due to application of the 2019 operating profit percent override feature.
|
•
|
Nuvera Fuel Cells, LLC ("Nuvera") Performance Goals. For 2019, the Short-Term Plan awards for certain of the NEOs were based in part on specific Nuvera-related performance criteria. These tables do not disclose certain confidential operational and business development Nuvera performance targets or results due to their competitively sensitive nature. These are highly specific, strategic goals that identify, among other things, future projects and contracts. The Compensation Committee considered the progress made by Nuvera in 2019 towards standardizing its products, developing low-cost suppliers and automating various elements of stack production in determining Nuvera's performance on the Nuvera Performance factor. The Compensation Committee believed that, with strong management performance, it was reasonably possible for the Company to meet all Nuvera performance targets in 2019.
|
•
|
Bolzoni SpA ("Bolzoni") Performance Goals. For 2019, the Short-Term Plan awards for certain of the NEOs were based in part on specific Bolzoni-related performance criteria, as described in the following tables.
|
Named Executive Officer
|
|
(A)
2019 Salary Midpoint ($) |
|
(B)
Short-Term
Plan Target
as a % of Salary
Midpoint (%)
|
|
(C) = (A) x (B)
Short-Term
Plan Target ($)
|
|
(D)
2019 Short-Term Plan Payout (%) (1)
|
|
(E) = (C) x (D) Short-Term Plan Payout ($)
|
|
(F) = (E)/(A) Short-Term Plan Payout as a % of Salary Midpoint
|
Alfred M. Rankin, Jr.
|
|
$1,004,940
|
|
105.0%
|
|
$1,055,187
|
|
70.8%
|
|
$747,072
|
|
74.34%
|
Kenneth C. Schilling
|
|
$429,300
|
|
50.0%
|
|
$214,650
|
|
74.0%
|
|
$158,841
|
|
37.00%
|
Colin Wilson
|
|
$859,300
|
|
80.0%
|
|
$687,440
|
|
70.8%
|
|
$486,708
|
|
56.64%
|
Rajiv K. Prasad (2)
|
|
$620,300
|
|
70.0%
|
|
$434,210
|
|
69.6%
|
|
$286,056
|
|
46.12%
|
Charles F. Pascarelli
|
|
$511,500
|
|
60.0%
|
|
$306,900
|
|
71.3%
|
|
$218,820
|
|
42.78%
|
(1)
|
As shown on the detailed Short-Term Plan payout tables below, the different payout percentages are based on the different performance criteria that applied to each NEO in 2019.
|
(2)
|
Mr. Prasad's position as Chief Product and Operations Officer – HYG was expanded effective July 1, 2019 to include oversight of global operations. He served in his original role for the first six months of 2019 and in his expanded role for the last six months of 2019. The salary midpoint and Short-Term Plan target shown above are the 2019 annualized increased amounts. The Short-Term Plan payout shown above and on the Summary Compensation Table is the blended amount actually received by Mr. Prasad in 2019.
|
Performance Criteria
|
|
(A) Weighting
|
Performance Target
|
Performance Result
|
(B)
Achievement Percentage
|
(A) x (B)
Payout Percentage
|
Adjusted Operating Profit Dollars - Global
|
|
20%
|
$116,869,000
|
$118,919,364
|
106.8%
|
21.4%
|
Adjusted Operating Profit Percent - Global
|
|
20%
|
2.9%
|
3.4%
|
111.9%
|
22.4%
|
Adjusted Consolidated ROTCE - Global
|
|
20%
|
11.0%
|
10.6%
|
96.4%
|
19.3%
|
Market Share - Americas - Class 1
|
|
5.1%
|
—
|
—
|
47.5%
|
2.4%
|
Market Share - Americas - Class 2
|
|
3.4%
|
—
|
—
|
28.0%
|
1.0%
|
Market Share - Americas - Class 3
|
|
1.7%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - Americas - Class 4 & 5
|
|
6.8%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - Brazil - Class 1, 2, 4 & 5
|
|
3.6%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - Brazil - Class 3
|
|
0.4%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - EMEA - Class 1
|
|
3.0%
|
—
|
—
|
75.0%
|
2.3%
|
Market Share - EMEA - Class 2
|
|
2.0%
|
—
|
—
|
57.1%
|
1.1%
|
Market Share - EMEA - Class 3
|
|
1.0%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - EMEA - Class 4 & 5
|
|
4.0%
|
—
|
—
|
25.0%
|
1.0%
|
Market Share - Asia - Class 1, 2, 4 & 5
|
|
3.6%
|
—
|
—
|
56.3%
|
2.0%
|
Market Share - Asia - Class 3
|
|
0.4%
|
—
|
—
|
42.3%
|
0.2%
|
Market Share - Pacific - Class 1, 2, 4 & 5
|
|
2.7%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - Pacific - Class 3
|
|
0.3%
|
—
|
—
|
30.2%
|
0.1%
|
Market Share - China - Class 1, 2, 4 & 5
|
|
0.9%
|
—
|
—
|
45.5%
|
0.4%
|
Market Share - China - Class 3
|
|
0.1%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - Japan
|
|
1.0%
|
—
|
—
|
107.1%
|
1.1%
|
Corporate Lift Truck Total
|
|
|
|
|
|
74.7%
|
Final Payout Percentage with Operating Profit Percent Over-Ride
|
|
|
|
|
|
74.0%
|
Performance Criteria
|
|
Initial Weighting at Performance Group Level
|
Weighting
|
(A) Payment Factor
|
Performance Target
|
Performance Result
|
(B)
Achievement Percentage
|
(A) x (B)
Payout Percentage
|
Adjusted Operating Profit Dollars - Global
|
|
20%
|
85%
|
17.0%
|
$116,869,000
|
$118,919,364
|
106.8%
|
18.2%
|
Adjusted Operating Profit Percent - Global
|
|
20%
|
85%
|
17.0%
|
2.9%
|
3.4%
|
111.9%
|
19.0%
|
Adjusted Consolidated ROTCE - Global
|
|
20%
|
85%
|
17.0%
|
11.0%
|
10.6%
|
96.4%
|
16.4%
|
Market Share - Americas - Class 1
|
|
5.1%
|
85%
|
4.3%
|
—
|
—
|
47.5%
|
2.1%
|
Market Share - Americas - Class 2
|
|
3.4%
|
85%
|
2.9%
|
—
|
—
|
28.0%
|
0.8%
|
Market Share - Americas - Class 3
|
|
1.7%
|
85%
|
1.4%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - Americas - Class 4 & 5
|
|
6.8%
|
85%
|
5.8%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - Brazil - Class 1, 2, 4 & 5
|
|
3.6%
|
85%
|
3.06%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - Brazil - Class 3
|
|
0.4%
|
85%
|
0.3%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - EMEA - Class 1
|
|
3.0%
|
85%
|
2.6%
|
—
|
—
|
75.0%
|
1.9%
|
Market Share - EMEA - Class 2
|
|
2.0%
|
85%
|
1.7%
|
—
|
—
|
57.1%
|
1.0%
|
Market Share - EMEA - Class 3
|
|
1.0%
|
85%
|
0.9%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - EMEA - Class 4 & 5
|
|
4.0%
|
85%
|
3.4%
|
—
|
—
|
25.0%
|
0.9%
|
Market Share - Asia - Class 1, 2, 4 & 5
|
|
3.6%
|
85%
|
3.1%
|
—
|
—
|
56.3%
|
1.7%
|
Market Share - Asia - Class 3
|
|
0.4%
|
85%
|
0.3%
|
—
|
—
|
42.3%
|
0.1%
|
Market Share - Pacific - Class 1, 2, 4 & 5
|
|
2.7%
|
85%
|
2.3%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - Pacific - Class 3
|
|
0.3%
|
85%
|
0.3%
|
—
|
—
|
30.2%
|
0.1%
|
Market Share - China - Class 1, 2, 4 & 5
|
|
0.9%
|
85%
|
0.8%
|
—
|
—
|
45.5%
|
0.3%
|
Performance Criteria
|
|
Initial Weighting at Performance Group Level
|
Weighting
|
(A) Payment Factor
|
Performance Target
|
Performance Result
|
(B)
Achievement Percentage
|
(A) x (B)
Payout Percentage
|
|
|
|
|
|
|
|
|
|
Market Share - China - Class 3
|
|
0.1%
|
85%
|
0.09%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - Japan
|
|
1.0%
|
85%
|
0.9%
|
—
|
—
|
107.1%
|
0.9%
|
Corporate Lift Truck Total
|
|
|
|
|
|
|
|
63.4%
|
Adjusted Annual Operating Profit Dollars - Nuvera
|
|
25%
|
10%
|
2.5%
|
$(25,000,000)
|
$(36,300,000)
|
22.5%
|
0.6%
|
Adjusted 4th Quarter Operating Profit Dollars - Nuvera
|
|
25%
|
10%
|
2.5%
|
$(1,000,000)
|
$(10,400,000)
|
0.0%
|
0.0%
|
Nuvera Performance
|
|
50%
|
10%
|
5.0%
|
—
|
—
|
20.5%
|
1.0%
|
Nuvera Positive Discretion (1)
|
|
|
|
|
|
|
34.7%
|
3.5%
|
Nuvera Total
|
|
|
|
|
|
|
|
5.1%
|
Bolzoni Revenue - EMEA (w/o OEM)
|
|
10%
|
5%
|
0.5%
|
€93,910,000
|
€86,410,000
|
39.9%
|
0.2%
|
Bolzoni Revenue - U.S.
|
|
20%
|
5%
|
1.0%
|
€35,158,000
|
€38,218,000
|
143.5%
|
1.4%
|
Bolzoni Revenue - JAPIC
|
|
10%
|
5%
|
0.5%
|
€12,270,000
|
€11,605,000
|
83.3%
|
0.4%
|
Bolzoni Revenue - OEM
|
|
20%
|
5%
|
1.0%
|
€39,390,000
|
€38,543,000
|
86.5%
|
0.9%
|
Adjusted Operating Profit Percent - Bolzoni
|
|
20%
|
5%
|
1.0%
|
3.6%
|
2.4%
|
0.0%
|
0.0%
|
ROTCE - Bolzoni
|
|
20%
|
5%
|
1.0%
|
6.0%
|
3.6%
|
0.0%
|
0.0%
|
Bolzoni Total
|
|
|
|
|
|
|
|
2.9%
|
Payout Percentage
|
|
|
|
|
|
|
|
71.4%
|
Final Payout Percentage with Operating Profit Percent Over-Ride
|
|
|
|
|
|
|
|
70.8%
|
Performance Criteria
|
|
Initial Weighting at Performance Group Level
|
Weighting
|
(A) Payment Factor
|
Performance Target
|
Performance Result
|
(B)
Achievement Percentage
|
(A) x (B)
Payout Percentage
|
Adjusted Operating Profit Dollars - Global
|
|
20%
|
80%
|
16.0%
|
$116,869,000
|
$118,919,364
|
106.8%
|
17.1%
|
Adjusted Operating Profit Percent - Global
|
|
20%
|
80%
|
16.0%
|
2.9%
|
3.4%
|
111.9%
|
17.9%
|
Adjusted Consolidated ROTCE - Global
|
|
20%
|
80%
|
16.0%
|
11.0%
|
10.6%
|
96.4%
|
15.4%
|
Market Share - Americas - Class 1
|
|
5.1%
|
80%
|
4.1%
|
—
|
—
|
47.5%
|
1.9%
|
Market Share - Americas - Class 2
|
|
3.4%
|
80%
|
2.7%
|
—
|
—
|
28.0%
|
0.8%
|
Market Share - Americas - Class 3
|
|
1.7%
|
80%
|
1.4%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - Americas - Class 4 & 5
|
|
6.8%
|
80%
|
5.4%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - Brazil - Class 1, 2, 4 & 5
|
|
3.6%
|
80%
|
2.88%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - Brazil - Class 3
|
|
0.4%
|
80%
|
0.3%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - EMEA - Class 1
|
|
3.0%
|
80%
|
2.4%
|
—
|
—
|
75.0%
|
1.8%
|
Market Share - EMEA - Class 2
|
|
2.0%
|
80%
|
1.6%
|
—
|
—
|
57.1%
|
0.9%
|
Market Share - EMEA - Class 3
|
|
1.0%
|
80%
|
0.8%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - EMEA - Class 4 & 5
|
|
4.0%
|
80%
|
3.2%
|
—
|
—
|
25.0%
|
0.8%
|
Market Share - Asia - Class 1, 2, 4 & 5
|
|
3.6%
|
80%
|
2.9%
|
—
|
—
|
56.3%
|
1.6%
|
Market Share - Asia - Class 3
|
|
0.4%
|
80%
|
0.3%
|
—
|
—
|
42.3%
|
0.1%
|
Market Share - Pacific - Class 1, 2, 4 & 5
|
|
2.7%
|
80%
|
2.2%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - Pacific - Class 3
|
|
0.3%
|
80%
|
0.2%
|
—
|
—
|
30.2%
|
0.1%
|
Performance Criteria
|
|
Initial Weighting at Performance Group Level
|
Weighting
|
(A) Payment Factor
|
Performance Target
|
Performance Result
|
(B)
Achievement Percentage
|
(A) x (B)
Payout Percentage
|
|
|
|
|
|
|
|
|
|
Market Share - China - Class 1, 2, 4 & 5
|
|
0.9%
|
80%
|
0.7%
|
—
|
—
|
45.5%
|
0.3%
|
Market Share - China - Class 3
|
|
0.1%
|
80%
|
0.1%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - Japan
|
|
1.0%
|
80%
|
0.8%
|
—
|
—
|
107.1%
|
0.9%
|
Corporate Lift Truck Total
|
|
|
|
|
|
|
|
59.6%
|
Adjusted Annual Operating Profit Dollars - Nuvera
|
|
25%
|
15%
|
3.8%
|
$(25,000,000)
|
$(36,300,000)
|
22.5%
|
0.8%
|
Adjusted 4th Quarter Operating Profit Dollars - Nuvera
|
|
25%
|
15%
|
3.8%
|
$(1,000,000)
|
$(10,400,000)
|
0.0%
|
0.0%
|
Nuvera Performance
|
|
50%
|
15%
|
7.5%
|
—
|
—
|
20.5%
|
1.5%
|
Nuvera Positive Discretion (1)
|
|
|
|
|
|
|
34.7%
|
5.2%
|
Nuvera Total
|
|
|
|
|
|
|
|
7.6%
|
Bolzoni Revenue - EMEA (w/o OEM)
|
|
10%
|
5%
|
0.5%
|
€93,910,000
|
€86,410,000
|
39.9%
|
0.2%
|
Bolzoni Revenue - U.S.
|
|
20%
|
5%
|
1.0%
|
€35,158,000
|
€38,218,000
|
143.5%
|
1.4%
|
Bolzoni Revenue - JAPIC
|
|
10%
|
5%
|
0.5%
|
€12,270,000
|
€11,605,000
|
83.3%
|
0.4%
|
Bolzoni Revenue - OEM
|
|
20%
|
5%
|
1.0%
|
€39,390,000
|
€38,543,000
|
86.5%
|
0.9%
|
Adjusted Operating Profit Percent - Bolzoni
|
|
20%
|
5%
|
1.0%
|
3.6%
|
2.4%
|
0.0%
|
0.0%
|
ROTCE - Bolzoni
|
|
20%
|
5%
|
1.0%
|
6.0%
|
3.6%
|
0.0%
|
0.0%
|
Bolzoni Total
|
|
|
|
|
|
|
|
2.9%
|
Payout Percentage (2)
|
|
|
|
|
|
|
|
70.1%
|
Final Payout Percentage with Operating Profit Percent Over-Ride
|
|
|
|
|
|
|
|
69.6%
|
Performance Criteria
|
|
(A) Weighting
|
Performance Target
|
Performance Result
|
(B)
Achievement Percentage
|
(A) x (B)
Payout Percentage
|
Adjusted Operating Profit Dollars - Americas
|
|
20%
|
$104,971,000
|
$80,799,811
|
111.9%
|
22.4%
|
Adjusted Operating Profit Percent - Global
|
|
20%
|
2.9%
|
3.4%
|
111.9%
|
22.4%
|
Adjusted Consolidated ROTCE - Global
|
|
20%
|
11.0%
|
10.6%
|
96.4%
|
19.3%
|
Market Share - Americas - Class 1
|
|
12%
|
—
|
—
|
47.5%
|
5.7%
|
Market Share - Americas - Class 2
|
|
8%
|
—
|
—
|
28.0%
|
2.2%
|
Market Share - Americas - Class 3
|
|
4%
|
—
|
—
|
0.0%
|
0.0%
|
Market Share - Americas - Class 4 & 5
|
|
16%
|
—
|
—
|
0.0%
|
0.0%
|
Americas Lift Truck Total
|
|
|
|
|
|
72.0%
|
Final Payout Percentage with Operating Profit Percent Over-Ride
|
|
|
|
|
|
71.3%
|
•
|
the average closing price of our Class A Common on the NYSE at the end of each week during the 2018 calendar year (or such other previous calendar year as determined by the Compensation Committee), which price was $68.267; or
|
•
|
the average closing price of our Class A Common on the NYSE at the end of each week during the 2019 performance period, which price was $58.554.
|
•
|
ten years after the last day of the performance period;
|
•
|
the NEO's death or permanent disability; or
|
•
|
five years (or earlier with the approval of the Compensation Committee) from the date of retirement.
|
Named Executive Officer
|
|
(A)
Salary Midpoint
($)
|
|
(B)
Long-Term Plan Target as a Percentage of Salary Midpoint
(%)(1)
|
|
(C)=(A) x (B)
Long-Term Plan Target
($)(2)
|
|
(D) 2019 Long-Term
Plan Payout (%) (3) |
|
(E) = (C) x (D)
Cash-Denominated Long-Term Plan Payout ($)(2)
|
|
(F)=(E)/(A)
Cash-Denominated Long-
Term Plan Payout as a Percentage of Salary Midpoint (%)
|
|
(G)
Fair Market Value of Long-Term Plan Payout ($)(2)
|
Alfred M. Rankin, Jr.
|
|
$1,004,940
|
|
333.50%
|
|
$3,351,475
|
|
75.3%
|
|
$2,523,661
|
|
251.1%
|
|
$2,439,784
|
Kenneth C. Schilling
|
|
$429,300
|
|
80.50%
|
|
$345,587
|
|
75.3%
|
|
$260,227
|
|
60.6%
|
|
$251,577
|
Colin Wilson
|
|
$859,300
|
|
195.50%
|
|
$1,679,932
|
|
75.3%
|
|
$1,264,988
|
|
147.2%
|
|
$1,222,946
|
Rajiv K. Prasad (4)
|
|
$620,300
|
|
132.25%
|
|
$820,347
|
|
75.3%
|
|
$593,005
|
|
95.6%
|
|
$573,295
|
Charles F. Pascarelli
|
|
$511,500
|
|
103.50%
|
|
$529,403
|
|
71.1%
|
|
$376,405
|
|
73.6%
|
|
$363,895
|
(1)
|
The target percentages for participants in the Equity Long-Term Plan include a 15% increase from the Korn Ferry-recommended long-term plan target awards that the Compensation Committee applies each year to account for the immediately taxable nature of the equity awards.
|
(2)
|
Awards under the Equity Long-Term Plan are initially denominated in dollars. The amounts shown in columns (C) and (E) reflect the 2019 dollar-denominated target and actual awards. This is the amount that is used by the Compensation Committee when analyzing the total compensation of the NEOs. The dollar-denominated awards are then paid to the participants in a combination of cash (approximately 35%) and restricted stock (approximately 65%). The number of shares of stock issued was determined using the formula share price described above. The amount shown in column (G) is the sum of (a) the cash distributed and (b) the grant date fair value of the stock that was initially issued for the 2019 long-term awards. This amount is computed in accordance with FASB ASC Topic 718 and is the same as the amount that is disclosed in the Summary Compensation Table on page 36. The shares were valued on the date on which the Equity Long-Term Plan awards were approved by the Compensation Committee. The difference in the amounts disclosed in columns (E) and (G) is due to the fact that the number of shares issued was calculated using the formula share price of $58.554, while the grant date fair value was calculated using $55.560, which is the average of the high and low share price on the date the shares were granted. As required under the Equity Long-Term Plan, at the time the stock awards were issued, Mr. A. Rankin surrendered a portion of his shares to the Company to pay for additional tax withholding obligations associated with the award as described in further detail in the Stock Vested table on page 39.
|
(3)
|
As shown on the detailed Equity Long-Term Plan payout tables below, the different payout percentages are based on the different performance criteria that applied to each NEO in 2019.
|
(4)
|
Mr. Prasad's position as Chief Product and Operations Officer – HYG was expanded effective July 1, 2019 to include oversight of global operations. He served in his original role for the first six months of 2019 and in his expanded role for the last six months of 2019. The salary midpoint and long-term plan target shown above are the 2019 annualized increased amounts. The Equity Long-Term Plan payout amounts shown above and on the Summary Compensation Table are the blended amounts actually received by Mr. Prasad in 2019.
|
`
|
|
(A) Weighting
|
|
Performance Target
|
|
Performance Result
|
|
(B)
Achievement Percentage
|
|
(A) x (B)
Payout Percentage
|
Adjusted Operating Profit Percent - Global
|
|
50%
|
|
—
|
|
—
|
|
123.8%
|
|
61.9%
|
Market Share - Americas - Class 1
|
|
6.6%
|
|
—
|
|
—
|
|
47.5%
|
|
3.1%
|
Market Share - Americas - Class 2
|
|
4.4%
|
|
—
|
|
—
|
|
28.0%
|
|
1.2%
|
Market Share - Americas - Class 3
|
|
2.2%
|
|
—
|
|
—
|
|
0.0%
|
|
0.0%
|
Market Share - Americas - Class 4 & 5
|
|
8.8%
|
|
—
|
|
—
|
|
0.0%
|
|
0.0%
|
Market Share - Brazil - Class 1, 2, 4 & 5
|
|
4.5%
|
|
—
|
|
—
|
|
0.0%
|
|
0.0%
|
Market Share - Brazil - Class 3
|
|
0.5%
|
|
—
|
|
—
|
|
54.4%
|
|
0.3%
|
Market Share - EMEA - Class 1
|
|
3.6%
|
|
—
|
|
—
|
|
75.0%
|
|
2.7%
|
Market Share - EMEA - Class 2
|
|
2.4%
|
|
—
|
|
—
|
|
57.1%
|
|
1.4%
|
`
|
|
(A) Weighting
|
|
Performance Target
|
|
Performance Result
|
|
(B)
Achievement Percentage
|
|
(A) x (B)
Payout Percentage
|
|
|
|
|
|
|
|
|
|
|
|
Market Share - EMEA - Class 3
|
|
1.2%
|
|
—
|
|
—
|
|
0.0%
|
|
0.0%
|
Market Share - EMEA - Class 4 & 5
|
|
4.8%
|
|
—
|
|
—
|
|
25.0%
|
|
1.2%
|
Market Share - Asia - Class 1, 2, 4 & 5
|
|
4.5%
|
|
—
|
|
—
|
|
56.3%
|
|
2.5%
|
Market Share - Asia - Class 3
|
|
0.5%
|
|
—
|
|
—
|
|
42.3%
|
|
0.2%
|
Market Share - Pacific - Class 1, 2, 4 & 5
|
|
3.6%
|
|
—
|
|
—
|
|
0.0%
|
|
0.0%
|
Market Share - Pacific - Class 3
|
|
0.4%
|
|
—
|
|
—
|
|
30.2%
|
|
0.1%
|
Market Share - China - Class 1, 2, 4 & 5
|
|
0.9%
|
|
—
|
|
—
|
|
45.5%
|
|
0.4%
|
Market Share - China - Class 3
|
|
0.1%
|
|
—
|
|
—
|
|
0.0%
|
|
0.0%
|
Market Share - Japan
|
|
1%
|
|
—
|
|
—
|
|
108.3%
|
|
1.1%
|
Payout Percentage - Corporate Lift Truck (1)
|
|
|
|
|
|
|
|
|
|
76.1%
|
Final Payout Percentage with Operating Profit Percent Over-Ride
|
|
|
|
|
|
|
|
|
|
75.3%
|
`
|
|
(A) Weighting
|
|
Performance Target
|
|
Performance Result
|
|
(B)
Achievement Percentage
|
|
(A) x (B)
Payout Percentage
|
Adjusted Operating Profit Percent - Global
|
|
50%
|
|
—
|
|
—
|
|
123.8%
|
|
61.9%
|
Market Share - Americas - Class 1
|
|
15%
|
|
—
|
|
—
|
|
47.5%
|
|
7.1%
|
Market Share - Americas - Class 2
|
|
10%
|
|
—
|
|
—
|
|
28.0%
|
|
2.8%
|
Market Share - Americas - Class 3
|
|
5%
|
|
—
|
|
—
|
|
0.0%
|
|
0.0%
|
Market Share - Americas - Class 4 & 5
|
|
20%
|
|
—
|
|
—
|
|
0.0%
|
|
0.0%
|
Payout Percentage - Americas Lift Truck
|
|
|
|
|
|
|
|
|
|
71.8%
|
Final Payout Percentage with Operating Profit Percent Over-Ride
|
|
|
|
|
|
|
|
|
|
71.1%
|
•
|
employee deferrals;
|
•
|
matching (or substitute matching) employer contributions; and
|
•
|
profit sharing benefits.
|
•
|
Messrs. A. Rankin, Wilson, Schilling and Pascarelli: between 4.50% and 14.90% of compensation; and
|
•
|
Mr. Prasad: between 3.80% and 12.25% of compensation.
|
•
|
participants' account balances, other than excess profit sharing benefits, are credited with earnings during the year based on the rate of return of the Vanguard Retirement Savings Trust fixed income fund, which is one of the investment funds under the U.S. qualified defined contribution plan, with a 14% maximum per year;
|
•
|
no interest is credited on excess profit sharing benefits;
|
•
|
the amounts credited under the Excess Plans each year are paid prior to March 15th of the following year to avoid regulatory complexities and eliminate the risk of non-payment to the executives based on the unfunded nature of the Excess Plans; and
|
•
|
the amounts credited under the Excess Plans each year are increased by 15% to reflect the immediately taxable nature of the payments. The 15% increase applies to all benefits other than interest and the portion of the employee deferrals that are in excess of the amount needed to obtain a full employer matching contribution.
|
•
|
The frozen account is credited with interest each year. For 2019, interest on Mr. Wilson's account was credited at the rate of 2% during the year. His account is then credited with additional interest credits after year-end based on a formula that takes into account the final payout percentage under the Hyster-Yale Group, Inc. Long-Term Incentive Compensation Plan (the "Cash Long-Term Plan") for the year, with a maximum of 14%.
|
•
|
The amount of the annual interest credits, increased by 15% to reflect the immediately taxable nature of the payments, is paid in the following year.
|
•
|
The frozen account (including unpaid interest for the year of payment, if any) will be paid at the earlier of termination of employment (subject to a six-month delay if required under Section 409A of the Code) or a change in control.
|
•
|
Upon payment of the frozen account, a determination will be made whether the highest incremental state and federal personal income tax rates in the year of payment exceed the rates that were in effect in 2008 when all other participants received their payments from the Frozen Unfunded Plan. In the event the rates have increased, an additional tax gross-up payment will be paid to Mr. Wilson. The Compensation Committee determined that we, and not the executive, should bear the risk of a tax increase after 2008 because Mr. Wilson would have received payment of his frozen account in 2008 were it not for the adverse cash flow and income tax impact on us. No other tax gross-ups (such as gross-ups for excise or other taxes) will be paid.
|
•
|
Due to his retirement in 2019, Mr. Wilson will be paid his entire account balance (including all owed interest and any applicable tax gross-up) in July 2020 and the Frozen Unfunded Plan will then automatically terminate.
|
•
|
amounts or benefits earned or accrued during their term of employment, including earned but unpaid salary and accrued but unused vacation pay; and
|
•
|
benefits that are provided in accordance with the terms of the retirement plans, the Incentive Plans, the Excess Plans and the Frozen Unfunded Plan at termination of employment that are further described in this Proxy Statement.
|
•
|
The change in control payment triggers are appropriate due to the unfunded nature of the benefits provided under these plans;
|
•
|
The skills, experience and services of our key management employees are a strong factor in our success and that the occurrence of a change in control transaction would create uncertainty for these employees; and
|
•
|
Some key management employees would consider terminating employment in order to trigger the payment of their unfunded benefits if an immediate payment is not made when a change in control occurs.
|
Compensation Committee Report
|
Summary Compensation Table
|
Name and Principal Position
|
|
Year
|
|
Salary(1)($)
|
|
Stock Awards(2)($)
|
|
Non-Equity Incentive Plan Compensation (3)
($)
|
Change in Pension Value (4) and Nonqualified Deferred Compensation Earnings (5)
($)
|
|
All Other Compensation(6)
($)
|
|
Total
($)
|
Alfred M. Rankin, Jr.; Chairman, President and CEO - Hyster-Yale; Chairman - HYG
|
|
2019
|
|
$1,021,385
|
|
$1,556,458
|
|
$1,630,398
|
$45,305
|
|
$353,488
|
|
$4,607,034
|
|
2018
|
|
$954,965
|
|
$1,602,083
|
|
$1,543,716
|
$38,393
|
|
$330,097
|
|
$4,469,254
|
|
|
2017
|
|
$902,674
|
|
$1,746,675
|
|
$1,400,875
|
$34,473
|
|
$281,897
|
|
$4,366,594
|
|
Kenneth C. Schilling, Senior Vice President and Chief Financial Officer - Hyster-Yale and HYG
|
|
2019
|
|
$447,577
|
|
$160,457
|
|
$249,961
|
$12,042
|
|
$104,752
|
|
$974,789
|
|
2018
|
|
$431,132
|
|
$173,069
|
|
$237,818
|
$10,033
|
|
$94,440
|
|
$946,492
|
|
|
2017
|
|
$413,428
|
|
$213,953
|
|
$262,861
|
$9,239
|
|
$85,086
|
|
$984,567
|
|
Colin Wilson; Former President and CEO, HYG - Hyster-Yale; Former President and CEO - HYG (7)
|
|
2019
|
|
$835,914
|
|
$780,174
|
|
$929,480
|
$194,687
|
|
$239,565
|
|
$2,979,820
|
|
2018
|
|
$737,883
|
|
$809,250
|
|
$892,398
|
$75,749
|
|
$224,530
|
|
$2,739,810
|
|
|
2017
|
|
$701,500
|
|
$999,989
|
|
$921,725
|
$78,232
|
|
$194,200
|
|
$2,895,646
|
|
Rajiv K. Prasad; President and CEO, HYG - Hyster-Yale; President and CEO - HYG (8)
|
|
2019
|
|
$578,106
|
|
$365,696
|
|
$493,655
|
$18,007
|
|
$146,380
|
|
$1,601,844
|
|
2018
|
|
$530,896
|
|
$360,051
|
|
$464,097
|
$13,702
|
|
$147,870
|
|
$1,516,616
|
|
|
2017
|
|
$485,504
|
|
$322,762
|
|
$359,358
|
$10,034
|
|
$88,659
|
|
$1,266,317
|
|
Charles F. Pascarelli; Senior Vice President, President, Americas - HYG
|
|
2019
|
|
$501,983
|
|
$232,130
|
|
$350,585
|
$16,788
|
|
$133,804
|
|
$1,235,290
|
|
2018
|
|
$483,445
|
|
$314,851
|
|
$421,831
|
$12,488
|
|
$113,248
|
|
$1,345,863
|
|
|
2017
|
|
$467,773
|
|
$295,281
|
|
$352,157
|
$11,512
|
|
$103,317
|
|
$1,230,040
|
(1)
|
The amounts reported under the "Salary" column for 2019 include both base salary and the fixed dollar annual perquisite allowance. Of the amounts shown above for Mr. Wilson, $43,414 represents unused vacation days that were paid out upon his retirement.
|
(2)
|
The amounts shown for 2019 are the grant date fair value of the awards issued under the Equity Long-Term Plan, determined in accordance with FASB ASC Topic 718. Refer to the tables and discussion on pages 29-32 under "Long-
|
(3)
|
The amounts listed reflect the cash payments under the Short-Term Plan and the cash portion (approximately 35%) of the awards under the Equity Long-Term Plan.
|
(4)
|
Amounts listed in this column for 2019 include the aggregate change in the actuarial present value of accumulated plan benefits under our frozen defined benefit pension plans, as described in more detail in the Pension Benefits Table on page 39. For 2019, the following amount was included: $95,143 for Mr. Wilson. Messrs. A. Rankin, Schilling, Prasad and Pascarelli do not participate in any of our defined benefit pension plans.
|
(5)
|
Amounts listed in this column for 2019 also include interest that is in excess of 120% of the federal long-term interest rate, compounded monthly, that was credited to the NEOs' accounts under the plans listed in the Nonqualified Deferred Compensation Table on page 40. For 2019, the following amounts were included: $45,305 for Mr. A. Rankin; $12,042 for Mr. Schilling; $99,544 for Mr. Wilson; $18,007 for Mr. Prasad; and $16,788 for Mr. Pascarelli.
|
|
Alfred M.
Rankin, Jr.
|
|
Kenneth C. Schilling
|
|
Colin Wilson
|
|
Rajiv K. Prasad
|
|
Charles F. Pascarelli
|
Employer Tax-Favored Matching Contributions
|
$0
|
|
$8,400
|
|
$8,400
|
|
$8,400
|
|
$8,400
|
Employer Excess Plan Matching Contributions
|
$52,953
|
|
$9,568
|
|
$31,326
|
|
$17,469
|
|
$14,595
|
Employer Tax-Favored Profit Sharing Contributions
|
$0
|
|
$28,600
|
|
$28,600
|
|
$28,600
|
|
$28,600
|
Employer Excess Plan Profit Sharing Contributions
|
$259,944
|
|
$54,667
|
|
$164,546
|
|
$79,289
|
|
$80,054
|
Other Excess Plan Employer Retirement Contributions
|
$37,710
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
Employer Paid Life Insurance Premiums
|
$1,179
|
|
$1,356
|
|
$2,854
|
|
$1,749
|
|
$1,605
|
Other
|
$1,702
|
|
$2,161
|
|
$3,839
|
|
$10,873
|
|
$550
|
Total
|
$353,488
|
|
$104,752
|
|
$239,565
|
|
$146,380
|
|
$133,804
|
•
|
The Company does not provide Mr. A. Rankin with any defined benefit pension or tax-favored retirement benefits. Of the amounts shown above for Mr. A. Rankin, $350,607 represents defined contribution retirement benefits earned in 2019.
|
•
|
Amounts listed in "Other" reflect spousal travel expenses, airline club memberships, global entry fees and employer-paid premiums for personal excess liability insurance. Of the amounts shown above for Mr. Prasad, $9,237 represents a tax gross-up for relocation expenses incurred in 2019.
|
(7)
|
Mr. Wilson retired as an active employee from the Company effective December 31, 2019 and entered into a consulting agreement, as further described on pages 35-36.
|
(8)
|
Mr. Prasad was promoted to President and Chief Executive Officer - HYG, effective January 1, 2020.
|
Grants of Plan-Based Awards
|
|
|
|
|
|
|
(A)
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards
|
|
(B)
Estimated Future Payouts Under
Equity Incentive Plan
Awards
|
|
Grant Date
Fair Value of
Stock Awards (2)
($)
|
||||
Name
|
|
Grant
Date
|
|
Plan Name (1)
|
|
Target
($)
|
|
Maximum
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
|
Alfred M. Rankin, Jr.
|
|
N/A
|
|
Short-Term Plan
|
(3)
|
$1,055,187
|
|
$1,582,781
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
2/18/2020
|
|
Equity Long-Term Plan
|
(4)
|
$1,173,016
|
|
$2,346,033
|
|
$2,178,459
|
|
$4,356,918
|
|
$1,556,458
|
Kenneth C. Schilling
|
|
N/A
|
|
Short-Term Plan
|
(3)
|
$214,650
|
|
$321,975
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
2/18/2020
|
|
Equity Long-Term Plan
|
(4)
|
$120,955
|
|
$241,911
|
|
$224,632
|
|
$449,263
|
|
$160,457
|
(1)
|
There are no minimum or threshold payouts to the NEOs under any of our Incentive Plans.
|
(2)
|
Amounts in this column reflect the grant date fair value of shares of stock that were granted and initially issued under the Equity Long-Term Plan. The amount shown is the grant date fair value as determined in accordance with FASB ASC Topic 718. These amounts are also reflected in the Summary Compensation Table on page 36.
|
(3)
|
Awards under the Short-Term Plan are based on a one-year performance period that consists solely of the 2019 calendar year. The awards are paid out, in cash, as soon as practicable after they are calculated and approved by the Compensation Committee. Therefore, there is no post-2019 payout opportunity under this plan. The amounts disclosed in this table for the NEOs are the target and maximum awards that were established by the Compensation Committee in early 2019. Mr. Prasad's duties were increased effective July 1, 2019 and as a result, his salary midpoint and target and maximum award under the Short-Term Plan for 2019 were increased on that date. The amounts shown above reflect the annualized increased amounts. The amount the NEOs actually received, after the final payout was calculated, is disclosed in the Summary Compensation Table.
|
(4)
|
These amounts reflect the awards issued under the Equity Long-Term Plan for 2019 performance. Awards are based on a one-year performance period that consists solely of the 2019 calendar year. The awards are paid out, partially in restricted stock and partially in cash, as soon as practicable after they are calculated and approved by the Compensation Committee. Therefore, there is no post-2019 payout opportunity under the plan. The amounts disclosed in this table are the dollar values of the target and maximum awards that were established by the Compensation Committee in early 2019. These targets include the 15% increase to account for the immediately taxable nature of these equity awards. Mr. Prasad's duties were increased effective July 1, 2019 and as a result, his salary midpoint and target and maximum award under the Equity Long-Term Plan for 2019 were increased on that date. The amounts shown above reflect the annualized increased amounts. The cash portion of the award, representing 35% of the total award, is listed under column (A) of this table. The remaining 65% of the award, reflecting the stock portion of the award, is listed under column (B) of this table. The amount the executives initially received, after the final payout was calculated is disclosed in the Summary Compensation Table. As required under the Equity Long-Term Plan, at the time the stock awards were issued, Mr. A. Rankin surrendered a portion of his shares to the Company to pay for additional tax withholding obligations associated with the award as described in further detail in the Stock Vested table on page 39.
|
(5)
|
Mr. Prasad's targets under the Short-Term Plan and Equity Long-Term Plan for the first six months of 2019 are listed in footnote 4 on page 23.
|
Equity Compensation
|
Name
|
|
Number of Shares Acquired on Vesting (1)
(#)
|
|
Value Realized on Vesting
($) (2)
|
Alfred M. Rankin, Jr.
|
|
27,353
|
|
$1,519,733
|
Kenneth C. Schilling
|
|
2,888
|
|
$160,457
|
Colin Wilson
|
|
14,042
|
|
$780,174
|
Rajiv K Prasad
|
|
6,582
|
|
$365,696
|
Charles F. Pascarelli
|
|
4,178
|
|
$232,130
|
(1)
|
The Equity Long-Term Plan awards are issued pursuant to a net exercise, by which a portion of the shares of stock issued on the grant date were immediately surrendered to the Company to pay for the taxes associated with the stock portion of the award, if necessary. The amounts initially received by the NEOs whose shares were granted pursuant to a net exercise were as follows:
|
Name
|
|
Number of Shares
Issued Before Net Exercise
|
|
Fair Market Value Realized On All Shares Initially Issued
|
Alfred M. Rankin, Jr.
|
|
28,014
|
|
$1,556,458
|
(2)
|
The value realized on vesting is the average of the high and low price of Class A Common ($55.56) on the February 18, 2020 grant date under the Equity Long-Term Plan for 2019 awards, multiplied by the number of award shares received when granted, which is also the vesting date.
|
Defined Benefit Pension Plans
|
Name
|
|
Plan Name
|
|
Number of
Years Credited Service
(#)
|
Present Value of
Accumulated Benefit
($)
|
|
Payments in 2019
($)
|
Alfred M. Rankin, Jr.
|
|
N/A (1)
|
|
N/A
|
N/A
|
|
N/A
|
Kenneth C. Schilling
|
|
N/A (1)
|
|
N/A
|
N/A
|
|
N/A
|
Colin Wilson
|
|
The UK Plan
|
|
6.6 (2)
|
$601,703
|
|
$18,514 (3)
|
Rajiv K. Prasad
|
|
N/A (1)
|
|
N/A
|
N/A
|
|
N/A
|
Charles F. Pascarelli
|
|
N/A (1)
|
|
N/A
|
N/A
|
|
N/A
|
(1)
|
Messrs. A. Rankin, Schilling, Prasad and Pascarelli have never participated in any of our defined benefit pension plans.
|
(2)
|
For Mr. Wilson, the number of years of credited service taken into account to determine pension benefits under the UK Plan was frozen as of May 31, 1995.
|
(3)
|
Mr. Wilson began receiving annuity payments under the UK Plan during 2019.
|
•
|
For the UK Plan, the SAPS series mortality table, year of use 2019, with a 1.18 multiplier and an annual cost-of-living adjustment of 1.90% (in-payment).
|
Nonqualified Deferred Compensation Benefits
|
Name
|
|
Plan Name
|
|
Executive
Contributions in 2019 ($)(1) |
|
Employer
Contributions in 2019 ($)(2) |
|
Aggregate
Earnings in 2019
($)(3)
|
|
Aggregate
Withdrawals/ Distributions in 2019
($)
|
|
Aggregate
Balance at December 31, 2019 ($) |
Alfred M. Rankin, Jr.
|
|
Executive Excess Plan
|
|
$0
|
|
$350,607
|
|
$53,670
|
|
$377,693 (4)
|
|
$404,277 (5)
|
Kenneth C. Schilling
|
|
Excess Plan
|
|
$40,892
|
|
$64,235
|
|
$14,098
|
|
$110,410 (4)
|
|
$119,225 (5)
|
Colin Wilson
|
|
Excess Plan
|
|
$113,419
|
|
$195,872
|
|
$42,395
|
|
$329,032 (4)
|
|
$351,686 (5)
|
|
|
Frozen Unfunded Plan
|
|
$0(6)
|
|
$0(6)
|
|
$96,443
|
|
$99,646 (7)
|
|
$1,411,070 (8)
|
Rajiv K. Prasad
|
|
Excess Plan
|
|
$41,362
|
|
$96,758
|
|
$20,877
|
|
$131,984 (4)
|
|
$158,997 (5)
|
Charles F. Pascarelli
|
|
Excess Plan
|
|
$34,654
|
|
$94,649
|
|
$19,517
|
|
$120,307 (4)
|
|
$148,820 (5)
|
(1)
|
These amounts, which were otherwise payable in 2019 but were deferred at the election of the executives, are included in the "Salary" column in the Summary Compensation Table.
|
(2)
|
All employer contributions shown in the "Employer Contributions in 2019" column are included in the "Other" column in the Summary Compensation Table.
|
(3)
|
The above-market earnings portion of the amount shown in the "Aggregate Earnings" column are included in the "Change in Pension Value and Non-Qualified Deferred Compensation Earnings" in the Summary Compensation Table.
|
(4)
|
The NEOs each receive payment of the amounts earned under the Excess Plans for each calendar year (including interest) no later than March 15th of the following year. Because the payments for 2018 were made in 2019, they are reflected as a distribution in 2019. Because the payments for 2019 were made in 2020, they are reflected in the NEO's aggregate balance as of December 31, 2019 and are not reflected as a distribution in 2019.
|
(5)
|
$395,912 of Mr. A. Rankin's account balance, $117,169 of Mr. Schilling's account balance, $345,099 of Mr. Wilson's account balance, $156,127 of Mr. Prasad's account balance and $146,091 of Mr. Pascarelli's balance is reported in the 2019 Summary Compensation Table. Because the entire account balance under the Excess Plans is paid out each year, none of their current account balance was previously reported in prior Summary Compensation Tables.
|
(7)
|
The interest that is accrued under the Frozen Unfunded Plan each calendar year is paid in the following year. Because the interest that was credited to Mr. Wilson's account for 2018 was paid in 2019, it is reflected as a distribution for 2019.
|
(8)
|
$63,736 of Mr. Wilson's account balance is reported in the 2019 Summary Compensation Table. $334,902 of Mr. Wilson's account balance was previously reported in prior Summary Compensation Tables of the Company.
|
Potential Payments Upon Termination/Change in Control
|
•
|
the account balances as of the date of the change in control in the Cash Long-Term Plan and the Frozen Unfunded Plan will automatically be paid in the form of a lump sum payment in the event of a change in control of the Company or the participant's employer; and
|
•
|
the change in control provisions under our Incentive Plans, in addition to providing for the immediate payment of the account balance (plus interest) as of the date of the change in control, also provide for the payment of a pro-rated target award for the year of the change in control.
|
•
|
any employee benefit plan;
|
•
|
the Company;
|
•
|
the applicable subsidiary or one of its affiliates; or
|
•
|
the parties to the stockholders' agreement discussed under "Amount and Nature of Beneficial Ownership - Class B Common Stock" on page 46;
|
•
|
the individuals and entities who beneficially owned, directly or indirectly, more than 50% of the combined voting power of the Company immediately prior to such business combination continue to hold at least 50% of the voting securities of the successor; and
|
•
|
at the time of the execution of the initial agreement, or of the action of the Board of Directors of the Company providing for such business combination, at least a majority of the members of the Board of Directors of the Company were incumbent directors.
|
Name
|
|
Estimated Total Value of Payments Based on Incentive Plan
Award Targets
($)(1)
|
|
Estimated Total Value of Cash Payments Based
on Accrued Balance
in the Frozen Unfunded Plan ($)(2)
|
|
Estimated Total Value of all
Payments
($)
|
Alfred M. Rankin, Jr.
|
|
$4,406,662
|
|
$0
|
|
$4,406,662
|
Kenneth C. Schilling
|
|
$560,237
|
|
$0
|
|
$560,237
|
Colin Wilson
|
|
$2,367,372
|
|
$1,411,070
|
|
$3,778,442
|
Rajiv K. Prasad
|
|
$1,254,557
|
|
$0
|
|
$1,254,557
|
Charles F. Pascarelli
|
|
$836,303
|
|
$0
|
|
$836,303
|
(1)
|
This column reflects the award targets for the NEOs under the Incentive Plans for 2019. Under the change in control provisions of the plans, they would have been entitled to receive their award targets for 2019 if a change in control had occurred on December 31, 2019. Awards under the Equity Long-Term Plan are denominated in dollars and the amounts shown in the above table reflect the dollar-denominated 2019 target awards (including the 15% increase to reflect the immediately taxable nature of the award). As described in note (4) to the Grants of Plan-Based Awards Table, the NEOs would receive approximately 35% of the value of the award in cash, and the remainder in shares of restricted stock.
|
(2)
|
This column reflects Mr. Wilson's account balance as of December 31, 2019 under the Frozen Unfunded Plan. Under the change in control provisions, Mr. Wilson would have been entitled to receive payment of his entire account balance if a change in control had occurred on December 31, 2019. No additional amounts are paid due to a change in control. The majority of the amount shown for Mr. Wilson is 100% vested and was earned for services performed in years prior to 2019. Only a small portion of his account balance represents benefits earned for services performed in 2019. The Frozen Unfunded Plan is discussed in more detail under "Nonqualified Deferred Compensation Benefits" above.
|
CEO Pay Ratio
|
BENEFICIAL OWNERSHIP OF CLASS A COMMON AND CLASS B COMMON
|
Class A Common Stock
|
||||||||||||||
Name
|
|
Title of Class
|
|
Sole Voting or Investment Power
|
|
Shared Voting or Investment Power
|
|
Aggregate Amount
|
|
Percent of Class (1)
|
||||
The Vanguard Group (2)
100 Vanguard Blvd. Malvern, PA 19355
|
|
Class A
|
|
904,525
|
|
(2)
|
8,854
|
|
(2)
|
913,379
|
|
(2)
|
7.07
|
%
|
Dimensional Fund Advisors LP (3)
Building One
6300 Bee Cave Road
Austin, TX 78746 |
|
Class A
|
|
825,497
|
|
(3)
|
—
|
|
|
825,497
|
|
(3)
|
6.39
|
%
|
BlackRock, Inc. (4) 55 East 52nd Street New York, NY 10055
|
|
Class A
|
|
1,014,927
|
|
(4)
|
—
|
|
|
1,014,927
|
|
(4)
|
7.86
|
%
|
James B. Bemowski (5)
|
|
Class A
|
|
3,203
|
|
|
—
|
|
|
3,203
|
|
|
—
|
|
J. C. Butler, Jr. (5)
|
|
Class A
|
|
40,467
|
|
(6)
|
1,653,940
|
|
(6)
|
1,694,407
|
|
(6)
|
13.11
|
%
|
Carolyn Corvi (5)
|
|
Class A
|
|
10,705
|
|
|
—
|
|
|
10,705
|
|
|
—
|
|
Edward T. Eliopoulos (5)
|
|
Class A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
John P. Jumper (5)
|
|
Class A
|
|
11,031
|
|
|
—
|
|
|
11,031
|
|
|
—
|
|
Dennis W. LaBarre (5)
|
|
Class A
|
|
20,129
|
|
|
—
|
|
|
20,129
|
|
|
0.16
|
%
|
H. Vincent Poor (5)
|
|
Class A
|
|
4,971
|
|
|
—
|
|
|
4,971
|
|
|
—
|
|
Alfred M. Rankin, Jr.
|
|
Class A
|
|
328,542
|
|
(7)
|
1,669,196
|
|
(7)
|
1,997,738
|
|
(7)
|
15.46
|
%
|
Claiborne R. Rankin (5)
|
|
Class A
|
|
134,557
|
|
(8)
|
1,350,928
|
|
(8)
|
1,485,485
|
|
(8)
|
11.50
|
%
|
Britton T. Taplin (5)
|
|
Class A
|
|
43,618
|
|
(9)
|
332,287
|
|
(9)
|
375,905
|
|
(9)
|
2.91
|
%
|
David B. H. Williams (5)
|
|
Class A
|
|
3,162
|
|
(10)
|
1,661,280
|
|
(10)
|
1,664,442
|
|
(10)
|
12.88
|
%
|
Eugene Wong (5)
|
|
Class A
|
|
23,919
|
|
|
—
|
|
|
23,919
|
|
|
0.18
|
%
|
Colin Wilson
|
|
Class A
|
|
66,172
|
|
|
—
|
|
|
66,172
|
|
|
0.51
|
%
|
Kenneth C. Schilling
|
|
Class A
|
|
38,075
|
|
|
—
|
|
|
38,075
|
|
|
0.29
|
%
|
Charles Pascarelli
|
|
Class A
|
|
22,897
|
|
|
—
|
|
|
22,897
|
|
|
0.18
|
%
|
Rajiv K. Prasad
|
|
Class A
|
|
27,432
|
|
|
—
|
|
|
27,432
|
|
|
0.21
|
%
|
All executive officers and directors as a group (28 persons)
|
|
Class A
|
|
853,467
|
|
|
2,255,671
|
|
(11)
|
3,109,138
|
|
(11)
|
24.06
|
%
|
(1)
|
Less than 0.10%, except as otherwise indicated.
|
(2)
|
A Schedule 13G filed with the SEC on February 12, 2020 with respect to Class A Common reported that The Vanguard Group is the beneficial owner of 913,379 shares of Class A Common, has sole voting power over 9,454 shares of Class A Common, has sole dispositive power over 904,525 shares of Class A Common, has shared voting power over 500 shares of Class A Common and has shared dispositive power over 8,854 shares of Class A Common and may be deemed to beneficially own the shares of Class A Common reported above as a result of being an investment adviser.
|
(3)
|
A Schedule 13G/A, which was filed with the SEC with respect to Class A Common on February 12, 2020, reported that Dimensional Fund Advisors LP ("Dimensional"), may be deemed to beneficially own the shares of Class A Common reported above as a result of being an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 that furnishes investment advice to four investment companies registered under the Investment Company Act of 1940 and serving as an investment manager to certain other commingled group trusts and separate accounts, which own the shares of Class A Common. Such investment companies, trusts and accounts are referred to collectively as the Dimensional Funds. In certain cases, subsidiaries of Dimensional may act as an adviser or sub-adviser to certain Dimensional Funds, which own the shares of Class A Common. In its role as investment adviser, sub-adviser or manager, Dimensional possesses the sole power to vote 798,890 shares of Class A Common and the sole power to invest 825,497 shares of Class A Common owned by the Dimensional Funds. However, all shares of Class A Common reported above are owned by the Dimensional Funds. Dimensional disclaims beneficial ownership of all such shares.
|
(4)
|
A Schedule 13G filed with the SEC on February 5, 2020 with respect to Class A Common reported that BlackRock, Inc. is the beneficial owner of 1,014,927 shares of Class A Common, has sole voting power over 989,286 shares of Class A Common and has sole dispositive power over 1,014,927 shares of Class A Common.
|
(5)
|
Pursuant to our Non-Employee Directors' Plan, each non-employee director has the right to acquire additional shares of Class A Common within 60 days after March 1, 2020. The shares each non-employee director has the right to receive are not included in the table because the actual number of additional shares will be determined on April 1, 2020 by taking the amount of such director's quarterly retainer required to be paid in shares of Class A Common plus any voluntary portion of such director's quarterly retainer, if so elected, divided by the average of the closing price per share of Class A Common on the Friday (or if Friday is not a trading day, the last trading day before such Friday) for each week of the calendar quarter ending on March 31, 2020.
|
(6)
|
J.C. Butler, Jr. may be deemed to be a member of the group described in Note (7) below as a result of holding through his trust, of which he is trustee, partnership interests in Rankin II (as defined below). In addition, Mr. Butler may be deemed to be a member of a group described in Note (7) below, as a result of partnership interests in Rankin I (as defined below), Rankin IV (as defined below) and AMR Associates (as defined below) held by Mr. Butler's spouse. Mr. Butler, therefore, may be deemed to beneficially own, and share the power to vote 338,756 shares of Class A Common held by Rankin I, 338,295 shares of Class A Common held by Rankin II, 309,560 shares of Class A Common held by Rankin IV and 186,646 shares of Class A Common held by AMR Associates. Included in the table above for Mr. Butler are 1,653,940 shares of Class A Common held by (a) members of Mr. Butler's family, (b) trusts for the benefit of members of Mr. Butler's family and (c) Rankin I, Rankin II, Rankin IV and AMR Associates. Mr. Butler disclaims beneficial ownership of such shares to the extent in excess of his pecuniary interest in each such entity. In addition, Mr. Butler disclaims all interest in 8,870 shares of Class A Common held in trust for the benefit of his children and for which he is the trustee and has the sole power to vote and dispose of the shares.
|
(7)
|
Alfred M. Rankin, Jr. may be deemed to be a member of Rankin Associates II, L.P. ("Rankin II"), which is made up of the individuals and entities holding limited partnership interests in Rankin II, and Rankin Management, Inc. ("RMI"), the general partner of Rankin II. Rankin II may be deemed to be a group and therefore may be deemed as a group to beneficially own 338,295 shares of Class A Common held by Rankin II. Although Rankin II holds the 338,295 shares of Class A Common, it does not have any power to vote or dispose of such shares of Class A Common. RMI has the sole power to vote such shares and shares the power to dispose of such shares with the other individuals and entities holding limited partnership interests in Rankin II. RMI exercises such powers by action of its board of directors, which acts by majority vote and consists of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, the individual trusts of whom are the stockholders of RMI. Under the terms of the Limited Partnership Agreement of Rankin II, Rankin II may not dispose of Class A Common, other than pursuant to a share for share exchange to acquire Class B Common, without the consent of RMI and the approval of the holders of more than 75% of all of the partnership interests of Rankin II. As a result of holding through his trust, of which he is trustee, partnership interests in Rankin II, Mr. Rankin may be deemed to beneficially own, and share the power to dispose of, 338,295 shares of Class A Common held by Rankin II. Mr. Rankin may be deemed to be a member of Rankin Associates I, L.P. ("Rankin I"), and the trusts holding limited partnership interests in Rankin I may be deemed to be a group and therefore may be deemed as a group to beneficially own 338,756 shares of Class A Common held by Rankin I. Although Rankin I holds the 338,756 shares of Class A Common, it does not have any power to vote or dispose of such shares of Class A Common. Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, as trustees and primary beneficiaries of trusts acting as general partners of Rankin I, share the power to vote such shares of Class A Common. Voting actions are determined by the general partners owning at least a majority of the general partnership interests of Rankin I. Each of the trusts holding general partnership interests and limited partnership interests in Rankin I share with each other the power to dispose of such shares. As a result of holding through his trust, of which he is trustee, partnership interests in Rankin I, Mr. Rankin may be deemed to beneficially own, and share the power to vote and dispose of, 338,756 shares of Class A Common held by Rankin I. In addition, Mr. Rankin may be deemed to be a member of a group, as a result of holding
|
(8)
|
Claiborne R. Rankin may be deemed to be a member of the group described in Note (7) above as a result of holding through his trust, of which he is trustee, partnership interests in Rankin I. Mr. C. Rankin may be deemed to be a member of the group described in Note (7) above, as a result of holding through his trust, of which he is trustee, partnership interests in Rankin II. In addition, Mr. C. Rankin may be deemed to be a member of a group described in Note (7) above, as a result of holding through his trust, of which he is trustee, partnership interests in Rankin IV. Mr. C. Rankin, therefore, may be deemed to beneficially own, and share the power to vote and dispose of 338,756 shares of Class A Common held by Rankin I, 338,295 shares of Class A Common held by Rankin II and 309,560 shares of Class A Common held by Rankin IV. Included in the table above for Mr. C. Rankin are 1,350,928 shares of Class A Common held by (a) members of Mr. C. Rankin's family, (b) trusts for the benefit of members of Mr. C. Rankin's family and (c) Rankin I, Rankin II and Rankin IV. Mr. C. Rankin disclaims beneficial ownership of such shares to the extent in excess of his pecuniary interest in each such entity.
|
(9)
|
Britton T. Taplin may be deemed to be a member of a group, as a result of holding interest in Abigail LLC ("Abigail"). Mr. Taplin, therefore, may be deemed to beneficially own and share the power to vote 326,532 shares of Class A Common held by Abigail. Mr. Taplin disclaims beneficial ownership of such shares to the extent in excess of his pecuniary interest in such entity. Mr. Taplin also is deemed to share with his spouse voting and investment power over 5,755 shares of Class A Common held by Mr. Taplin's spouse; however, Mr. Taplin disclaims beneficial ownership of such shares. Mr. Taplin has pledged 43,618 shares of Class A Common.
|
(10)
|
David B. H. Williams may be deemed to be a member of the group described in Note (7) above as a result of holding through his trust, of which he is trustee, partnership interests in Rankin II (as defined above). In addition, Mr. Williams may be deemed to be a member of a group described in Note (7) above, as a result of partnership interests in Rankin I (as defined above), Rankin IV (as defined above) and AMR Associates (as defined above) held by Mr. Williams' spouse. Mr. Williams, therefore, may be deemed to beneficially own, and share the power to vote 338,756 shares of Class A Common held by Rankin I, 338,295 shares of Class A Common held by Rankin II, 309,560 shares of Class A Common held by Rankin IV and 186,646 shares of Class A Common held by AMR Associates. Included in the table above for Mr. Williams are 1,664,442 shares of Class A Common held by (a) members of Mr. Williams' family, (b) trusts for the benefit
|
(11)
|
The aggregate amount of Class A Common beneficially owned by all executive officers and directors and the aggregate amount of Class A Common beneficially owned by all executive officers and directors as a group for which they have shared voting or investment power include the shares of Class A Common of which Mr. Butler has disclaimed beneficial ownership in note (6) above, Mr. A. Rankin has disclaimed beneficial ownership in note (7) above, Mr. C. Rankin has disclaimed beneficial ownership in note (8) above, Mr. B. Taplin has disclaimed beneficial ownership in note (9) above and Mr. Williams has disclaimed beneficial ownership in note (10) above. As described in note (5) above, the aggregate amount of Class A Common beneficially owned by all executive officers and directors as a group as set forth in the table above does not include shares that the non-employee directors have the right to acquire within 60 days after March 2, 2020 pursuant to the Non-Employee Directors' Plan.
|
Class B Common Stock
|
||||||||||||||
Name
|
|
Title of Class
|
|
Sole Voting or Investment Power
|
|
Shared Voting or Investment Power
|
|
Aggregate Amount
|
|
Percent of Class(1)
|
||||
Clara Taplin Rankin, et al. (2)
c/o PNC Bank, N.A.
3550 Lander Road
Pepper Pike, OH 44124
|
|
Class B
|
|
—
|
|
(2)
|
—
|
|
(2)
|
3,302,756
|
|
(2)
|
85.51
|
%
|
Beatrice B. Taplin (3)
5875 Landerbrook Drive, Suite 300
Cleveland, OH 44124-4069
|
|
Class B
|
|
672,693
|
|
(3)
|
—
|
|
|
672,693
|
|
(3)
|
17.42
|
%
|
Rankin Associates I, L.P., et al. (4)
5875 Landerbrook Drive, Suite 300
Cleveland, OH 44124-4069
|
|
Class B
|
|
—
|
|
(4)
|
—
|
|
(4)
|
605,986
|
|
(4)
|
15.69
|
%
|
Rankin Associates IV, L.P., et al. (5)
5875 Landerbrook Drive, Suite 300
Cleveland, OH 44124-4069
|
|
Class B
|
|
—
|
|
(5)
|
—
|
|
(5)
|
490,440
|
|
(5)
|
12.70
|
%
|
Rankin Associates II, L.P. et. al. (6) 5875 Landerbrook Drive, Suite 300
Cleveland, OH 44124-4069 |
|
Class B
|
|
—
|
|
(6)
|
—
|
|
(6)
|
338,295
|
|
(6)
|
8.76
|
%
|
FMR LLC (7) 245 Summer Street Boston, MA 02210
|
|
Class B
|
|
—
|
|
(7)
|
217,394
|
|
(7)
|
310,000
|
|
(7)
|
8.03
|
%
|
AMR Associates, L.P. et al. (8) 5875 Landerbrook Drive, Suite 300 Cleveland, OH 44124-4069
|
|
Class B
|
|
—
|
|
(8)
|
217,394
|
|
(8)
|
217,394
|
|
(8)
|
5.63
|
%
|
James B. Bemowski
|
|
Class B
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
J.C. Butler, Jr. (9)
|
|
Class B
|
|
27,272
|
|
(9)
|
1,710,701
|
|
(9)
|
1,737,973
|
|
(9)
|
45.00
|
%
|
Carolyn Corvi
|
|
Class B
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Edward T. Eliopoulos
|
|
Class B
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
John P. Jumper
|
|
Class B
|
|
326
|
|
|
—
|
|
|
326
|
|
|
—
|
%
|
Dennis W. LaBarre
|
|
Class B
|
|
9,424
|
|
|
—
|
|
|
9,424
|
|
|
0.24
|
%
|
H. Vincent Poor
|
|
Class B
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Alfred M. Rankin, Jr. (10)
|
|
Class B
|
|
52,722
|
|
(10)
|
1,681,087
|
|
(10)
|
1,733,809
|
|
(10)
|
44.89
|
%
|
Claiborne R. Rankin (11)
|
|
Class B
|
|
123,760
|
|
(11)
|
1,437,504
|
|
(11)
|
1,561,264
|
|
(11)
|
40.42
|
%
|
Britton T. Taplin (12)
|
|
Class B
|
|
35,497
|
|
(12)
|
5,755
|
|
(12)
|
41,252
|
|
(12)
|
1.07
|
%
|
David B. H. Williams (13)
|
|
Class B
|
|
2,332
|
|
(13)
|
1,716,381
|
|
(13)
|
1,718,713
|
|
(13)
|
44.50
|
%
|
Eugene Wong
|
|
Class B
|
|
5,812
|
|
|
—
|
|
|
5,812
|
|
|
0.15
|
%
|
Kenneth C. Schilling
|
|
Class B
|
|
7,024
|
|
|
—
|
|
|
7,024
|
|
|
0.18
|
%
|
Colin Wilson
|
|
Class B
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Charles Pascarelli
|
|
Class B
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
Rajiv K. Prasad
|
|
Class B
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
All executive officers and directors as a group (28 persons)
|
|
Class B
|
|
266,827
|
|
(14)
|
1,812,477
|
|
(14)
|
2,079,304
|
|
(14)
|
53.83
|
%
|
(1)
|
Less than 0.10%, except as otherwise indicated.
|
(2)
|
A Schedule 13D/A, which was filed with the SEC with respect to Class B Common and most recently amended on February 13, 2020, (the "Stockholders 13D"), reported that, except for Hyster-Yale Materials Handling, Inc., the signatories to the stockholders' agreement, together in certain cases with trusts and custodianships (the "Signatories"), may be deemed to be a group and therefore may be deemed as a group to beneficially own all of the Class B Common subject to the stockholders' agreement, which is an aggregate of 3,302,756 shares. The stockholders' agreement requires that each Signatory, prior to any conversion of such Signatory's shares of Class B Common into Class A Common or prior to any sale or transfer of Class B Common to any permitted transferee (under the terms of the Class B Common) who has not become a Signatory, offer such shares to all of the other Signatories on a pro-rata basis. A Signatory may sell or transfer all shares not purchased under the right of first refusal as long as they first are converted into Class A Common prior to their sale or transfer. The shares of Class B Common subject to the stockholders' agreement constituted 85.5% of the Class B Common outstanding on March 2, 2020 or 64.1% of the combined voting power of all Class A Common and Class B Common outstanding on such date. Certain Signatories own Class A Common, which is not subject to the stockholders' agreement. Under the stockholders' agreement, Hyster-Yale may, but is not obligated to, buy any of the shares of Class B Common not purchased by the Signatories following the trigger of the right of first refusal. The stockholders' agreement does not restrict in any respect how a Signatory may vote such Signatory's shares of Class B Common.
|
(3)
|
Beatrice B. Taplin has the sole power to vote and dispose of 672,693 shares of Class B Common held in trusts. The Stockholders 13D reported that the Class B Common beneficially owned by Beatrice B. Taplin is subject to the stockholders' agreement.
|
(4)
|
A Schedule 13D/A, which was filed with the SEC with respect to Class B Common and most recently amended on February 13, 2020, reported that Rankin I and the trusts holding limited partnership interests in Rankin I may be deemed to be a group and therefore may be deemed as a group to beneficially own 605,986 shares of Class B Common held by Rankin I. Although Rankin I holds the 605,986 shares of Class B Common, it does not have any power to vote or dispose of such shares of Class B Common. Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, as trustees and primary beneficiaries of trusts acting as general partners of Rankin I, share the power to vote such shares of Class B Common. Voting actions are determined by the general partners owning at least a majority of the general partnership interests of Rankin I. Each of the trusts holding general and limited partnership interests in Rankin I share with each other the power to dispose of such shares. Under the terms of the Second Amended and Restated Limited Partnership Agreement of Rankin I, Rankin I may not dispose of Class B Common or convert Class B Common into Class A Common without the consent of the general partners owning more than 75% of the general partnership interests of Rankin I and the consent of the holders of more than 75% of all of the partnership interests of Rankin I. The Stockholders 13D reported that the Class B Common beneficially owned by Rankin I and each of the trusts holding limited partnership interests in Rankin I is also subject to the stockholders' agreement.
|
(5)
|
A Schedule 13D/A, which was filed with the SEC with respect to Class B Common and most recently amended on February 13, 2020, reported that the trusts holding limited partnership interests in Rankin IV may be deemed to be a group and therefore may be deemed as a group to beneficially own 490,440 shares of Class B Common held by Rankin IV. Although Rankin IV holds the 490,440 shares of Class B Common, it does not have any power to vote or dispose of such shares of Class B Common. Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, as trustees and primary beneficiaries of trusts acting as general partners of Rankin IV, share the power to vote such shares of Class B Common. Voting actions are determined by the general partners owning at least a majority of the general partnership interests of Rankin IV. Each of the trusts holding general and limited partnership interests in Rankin IV share with each other the power to dispose of such shares. Under the terms of the Amended and Restated Limited Partnership Agreement of Rankin IV, Rankin IV may not dispose of Class B Common or convert Class B Common into Class A Common without the consent of the general partners owning more than 75% of the general partnership interests of Rankin IV and the consent of the holders of more than 75% of all of the partnership interests of Rankin IV. The Stockholders 13D reported that the Class B Common beneficially owned by Rankin IV and each of the trusts holding limited partnership interests in Rankin IV is also subject to the stockholders' agreement.
|
(6)
|
A Schedule 13D/A, which was filed with the SEC with respect to Class B Common and most recently amended on February 13, 2020, reported that Rankin II and the trusts holding limited partnership interests in Rankin II may be deemed to be a group and therefore may be deemed as a group to beneficially own 338,295 shares of Class B Common held by Rankin II. Although Rankin II holds the 338,295 shares of Class B Common, it does not have any power to vote or dispose of such shares of Class B Common. RMI has the sole power to vote such shares and shares the power to dispose of such shares with the other individuals and entities holding limited partnership interests in Rankin II. RMI exercises such powers by action of its board of directors, which acts by majority vote and consists of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, the individual trusts of whom are the stockholders of RMI. Under the terms of the Limited Partnership Agreement of Rankin II, Rankin II may not dispose of Class B Common or convert Class B Common into Class A Common without the consent of RMI and the approval of the holders of more than 75% of all of
|
(7)
|
A Schedule 13G, which was filed with the SEC with respect to Class B Common on February 12, 2016, reported that Abigail P. Johnson is a Director, the Vice Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act ("Fidelity Funds") advised by Fidelity Management & Research Company ("FMR Co"), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. FMR Co carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees.
|
(8)
|
A Schedule 13D/A, which was filed with the SEC with respect to Class B Common and was most recently amended on February 13, 2020, reported that AMR Associates and the trusts holding partnership interest in AMR Associates may be deemed to be a group and therefore may be deemed as a group to beneficially own 217,394 shares of Class B Common held by AMR Associates. Although AMR Associates holds the 217,394 shares of Class B Common, it does not have any power to vote or dispose of such shares of Class B Common. Clara R. Williams and Helen R. Butler, as trustees and primary beneficiaries of trusts acting as general partners, share the power to vote such shares of Class B Common. Each of the trusts holding general and limited partnership interests in AMR Associates share with each other the power to dispose of such shares. Under the terms of the Limited Partnership Agreement of AMR Associates, AMR Associates may not dispose of Class B Common or convert Class B Common into Class A Common without the consent of the holders of a majority of the general partnership interest and more than 75% of all partnership interests in AMR Associates. The Stockholders 13D reported that the Class B Common beneficially owned by AMR Associates and each of the trusts holding partnership interest in AMR Associates is also subject to the stockholders' agreement.
|
(9)
|
J.C. Butler, Jr. may be deemed to be a member of the group described in Note (6) above, as a result of holding through his trust, of which he is trustee, partnership interests in Rankin II. In addition, Mr. Butler may be deemed to be a member of a group described in Notes (4), (5) and (8) above, as a result of partnership interests in Rankin I, Rankin IV and AMR Associates held by Mr. Butler's spouse. Mr. Butler, therefore, may be deemed to beneficially own, and share the power to vote and dispose of 605,986 shares of Class B Common held by Rankin I, 338,295 shares of Class B Common held by Rankin II, 490,440 shares of Class B Common held by Rankin IV and 217,394 shares of Class B Common held by AMR Associates. The Stockholders 13D reported that the Class B Common beneficially owned by Rankin II, Rankin I, Rankin IV and AMR Associates and each of the trusts holding limited partnership interests in Rankin II, Rankin I, Rankin IV and AMR Associates is also subject to the stockholders' agreement. Included in the table above for Mr. Butler are 1,710,701 shares of Class B Common held by (a) members of Mr. Butler's family, (b) trusts for the benefit of members of Mr. Butler's family and (c) Rankin I, Rankin II, Rankin IV and AMR Associates. Mr. Butler disclaims beneficial ownership of such shares to the extent in excess of his pecuniary interest in each such entity. The Stockholders 13D reported that the Class B Common beneficially owned by J.C. Butler, Jr. is subject to the stockholders' agreement. In addition, Mr. Butler disclaims all interest in 7,165 shares of Class B Common held in trust for the benefit of his children and for which he is the trustee and has the sole power to vote and dispose of the shares.
|
(10)
|
Alfred M. Rankin, Jr. may be deemed to be a member of the group described in Notes (4), (5), (6) and (8) above, as a result of holding through his trust, of which he is trustee, partnership interests in Rankin I, Rankin IV, Rankin II and AMR Associates. Mr. Rankin, therefore, may be deemed to beneficially own, and share the power to vote and dispose of 605,986 shares of Class B Common held by Rankin I, 338,295 shares of Class B Common held by Rankin II, 490,440 shares of Class B Common held by Rankin IV and 217,394 shares of Class B Common held by AMR Associates. The Stockholders 13D reported that the Class B Common beneficially owned by Rankin II, Rankin I, Rankin IV, and AMR Associates and each of the trusts holding limited partnership interests in Rankin II, Rankin I, Rankin IV and AMR Associates is also subject to the stockholders' agreement. Included in the table above for Mr. Rankin are 1,681,087 shares of Class B Common held by (a) members of Mr. Rankin's family, (b) trusts for the benefit of members of Mr. Rankin's family and (c) Rankin I, Rankin II, Rankin IV and AMR Associates. Mr. Rankin disclaims beneficial ownership of such shares to the extent in excess of his pecuniary interest in each such entity. The Stockholders 13D reported that the Class B Common beneficially owned by Alfred M. Rankin, Jr. is subject to the stockholders' agreement. In addition, Mr. Rankin disclaims all interest in 21,006 shares of Class B Common held in trust for the benefit of his wife and for which he is the trustee and has the sole power to vote and dispose of the shares.
|
(11)
|
Claiborne R. Rankin may be deemed to be a member of the group described in Notes (4), (5) and (6) above, as a result of holding through his trust, of which he is trustee, partnership interests in Rankin I, Rankin IV and Rankin II. Mr. C. Rankin, therefore, may be deemed to beneficially own, and share the power to vote and dispose of 605,986 shares of Class B Common held by Rankin I, 338,295 shares of Class B Common held by Rankin II and 490,440 shares of Class B Common held by Rankin IV. The Stockholders 13D reported that the Class B Common beneficially owned by Rankin II, Rankin I and Rankin IV and each of the trusts holding limited partnership interests in Rankin II, Rankin I and Rankin IV is also subject to the stockholders' agreement. Included in the table above for Mr. C. Rankin are 1,437,504 shares of Class B Common held by (a) members of Mr. C. Rankin's family, (b) trusts for the benefit of members of Mr. C. Rankin's family and (c) Rankin I, Rankin II and Rankin IV. Mr. C. Rankin disclaims beneficial ownership of such shares to the extent in excess of his pecuniary interest in each such entity. The Stockholders 13D reported that the Class B Common beneficially owned by Claiborne R. Rankin is subject to the stockholders' agreement.
|
(12)
|
Britton T. Taplin is deemed to share with his spouse investment power over 5,755 shares of Class B Common held by Mr. Taplin's spouse; however, Mr. Taplin disclaims beneficial ownership of such shares.
|
(13)
|
David B. H. Williams may be deemed to be a member of the group described in Note (6) above, as a result of holding through his trust, of which he is trustee, partnership interests in Rankin II. In addition, Mr. Williams may be deemed to be a member of a group described in Notes (4), (5) and (8) above, as a result of partnership interests in Rankin I, Rankin IV and AMR Associates held by Mr. Williams' spouse. Mr. Williams, therefore, may be deemed to beneficially own, and share the power to vote and dispose of 605,986 shares of Class B Common held by Rankin I, 338,295 shares of Class B Common held by Rankin II, 490,440 shares of Class B Common held by Rankin IV and 217,394 shares of Class B Common held by AMR Associates. The Stockholders 13D reported that the Class B Common beneficially owned by Rankin II, Rankin I, Rankin IV and AMR Associates and each of the trusts holding limited partnership interests in Rankin II, Rankin I, Rankin IV and AMR Associates is also subject to the stockholders' agreement. Included in the table above for Mr. Williams are 1,718,713 shares of Class B Common held by (a) members of Mr. Williams' family, (b) trusts for the benefit of members of Mr. Williams' family and (c) Rankin I, Rankin II, Rankin IV and AMR Associates. Mr. Williams disclaims beneficial ownership of such shares to the extent in excess of his pecuniary interest in each such entity. The Stockholders 13D reported that the Class B Common beneficially owned by David B. H. Williams is subject to the stockholders' agreement.
|
(14)
|
The aggregate amount of Class B Common beneficially owned by all executive officers and directors as a group and the aggregate amount of Class B Common beneficially owned by all executive officers and directors as a group for which they have shared voting or investment power include the shares of Class B Common of which Mr. Butler has disclaimed beneficial ownership in note (9) above, Mr. A. Rankin has disclaimed beneficial ownership in note (10) above, Mr. C. Rankin has disclaimed beneficial ownership in note (11) above, Mr. Taplin has disclaimed beneficial ownership in note (12) above and Mr. Williams has disclaimed beneficial ownership in note (13) above.
|
PROCEDURES FOR SUBMISSION AND CONSIDERATION OF DIRECTOR CANDIDATES
|
1.
|
The name and address of the stockholder recommending the candidate for consideration as such information appears on our records, the telephone number where such stockholder can be reached during normal business hours, the number of shares of Class A Common and Class B Common owned by such stockholder and the length of time such shares have been owned by the stockholder; if such person is not a stockholder of record or if such shares are owned by an entity, reasonable evidence of such person's beneficial ownership of such shares or such person's authority to act on behalf of such entity;
|
2.
|
Complete information as to the identity and qualifications of the proposed nominee, including the full legal name, age, business and residence addresses and telephone numbers and other contact information, and the principal occupation and employment of the candidate recommended for consideration, including his or her occupation for at least the past five years, with a reasonably detailed description of the background, education, professional affiliations and business and other relevant experience (including directorships, employment and civic activities) and qualifications of the candidate;
|
3.
|
The reasons why, in the opinion of the recommending stockholder, the proposed nominee is qualified and suited to be one of our directors;
|
4.
|
The disclosure of any relationship the candidate being recommended has with us or any of our subsidiaries or affiliates, or our independent public accountants, whether direct or indirect;
|
5.
|
The disclosure of any relationship of the candidate being recommended or any immediate family member of the candidate being recommended with our independent registered public accounting firm;
|
6.
|
The disclosure of all relationships, arrangements and understandings between the proposing stockholder and the candidate and any other person(s) (naming such person(s)) pursuant to which the candidate is being proposed or would serve as a director, if elected; and
|
7.
|
A written acknowledgment by the candidate being recommended that he or she has consented to being considered as a candidate, has consented to our undertaking of an investigation into that individual's background, education, experience and other qualifications and, in the event that the NCG Committee desires to do so, has consented to be named in our Proxy Statement and to serve as one of our directors, if elected.
|
SUBMISSION OF STOCKHOLDER PROPOSALS
|
SOLICITATION OF PROXIES
|
EQUITY COMPENSATION PLAN INFORMATION
|
Plan Category
|
|
Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a))
|
||
Class A Shares:
|
|
(a)
|
|
(b)
|
|
(c)
|
||
Equity compensation plans approved by security holders
|
|
—
|
|
|
N/A
|
|
409,063
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
N/A
|
|
—
|
|
Total
|
|
—
|
|
|
N/A
|
|
409,063
|
|
Class B Shares:
|
|
|
|
|
|
|
||
Equity compensation plans approved by security holders
|
|
—
|
|
|
N/A
|
|
—
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
N/A
|
|
—
|
|
Total
|
|
—
|
|
|
N/A
|
|
—
|
|
OTHER MATTERS
|
APPENDIX A
|