HYSTER-YALE MATERIALS HANDLING, INC. (Form: S-8, Received: 02/01/2022 13:41:43)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on February 1, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HYSTER-YALE MATERIALS HANDLING, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

31-1637659

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

5875 Landerbrook Drive

Cleveland, Ohio 44124

(440) 449-9600

(Address of Principal Executive Offices Including Zip Code)

Hyster-Yale Materials Handling, Inc. 2020 Long-Term Equity Incentive Plan

(Full Title of the Plan)

Suzanne Schulze Taylor

Vice President, General Counsel and Secretary

5875 Landerbrook Drive

Cleveland, Ohio 44124

(440) 449-9600

(Name, Address and Telephone Number of Agent For Service)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which are on file with the Securities and Exchange Commission (the “Commission”), are incorporated in this Registration Statement on Form S-8 (the “Registration Statement”) by reference:

•

The Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No. 000-54799) of Hyster-Yale Materials Handling, Inc. (the “Registrant”), filed with the Commission on February 24, 2021;

•

The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 (Commission File No. 000-54799) filed with the Commission on May 4, 2021, June 30, 2021 (Commission File No. 000-54799) filed with the Commission on August 3, 2021 and September 30, 2021 (Commission File No. 000-54799) filed with the Commission on November 2, 2021;

•

The Registrant’s Current Reports on Form 8-K (Commission File No. 000-54799) filed with the Commission on January 21, 2021, February 18, 2021, May 14, 2021 (two reports), May 27, 2021, June 3, 2021 and June 30, 2021; and

•

The description of the shares of Class A common stock, par value $0.01 per share (the “Common Stock”), of the Registrant contained in Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (Commission File No. 000-54799) filed with the Commission on February 25, 2020, which updated the description thereof contained in our Registration Statement on Form 8-A (Commission No. 001-35646) filed with the Commission on September 7, 2012, including any subsequently filed amendments and reports updating such description.

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Registrant’s Second Amended and Restated Certificate of Incorporation provides in Article IX that the Registrant will indemnify its directors, officers and employees and each person who is or was serving at the request of the Registrant as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, to the full extent permitted by statute.

Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware (“DGCL”) empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise,

against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted under standards similar to those set forth in the paragraph above, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper.

Section 145 further provides that, to the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person will be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; that any indemnification under subsections (a) and (b) of Section 145 (unless ordered by a court) will be made by a corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145; that expenses (including attorney’s fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation; that indemnification provided for by Section 145 will not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that a corporation is empowered to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him and incurred by him in such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under Section 145.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.


Exhibit Number		Description

4.1		Second Amended and Restated Certificate of Incorporation of Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 3.1 to the Registrant’s Amendment No. 5 to the Registration Statement on Form S-1, dated September 26, 2012, Commission File No. 333-182388.

4.2		Amended and Restated By-laws of Hyster-Yale Materials Handling, Inc. are incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, dated February 17, 2015, Commission File No. 000-54799.

4.3		Specimen of Hyster-Yale Materials Handling, Inc. Class A Common Stock certificate is incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, dated June 28, 2012, Commission File No. 333-182388.

4.4		Stockholders’ Agreement, dated as of September 28, 2012, by and among the Participating Stockholders (as defined therein), Hyster-Yale Materials Handling, Inc. and the Depository (as defined therein) is incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, dated October 4, 2012, Commission File No. 1-35646.


4.5		First Amendment to Stockholders’ Agreement, dated as of December 31, 2012, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders’ Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K, filed by the Registrant on February 19, 2013, Commission File Number 000-54799.

4.6		Second Amendment to Stockholders’ Agreement, dated as of January 18, 2013, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders’ Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K, filed by the Registrant on February 19, 2013, Commission File Number 000-54799.

4.7		Third Amendment to Stockholders’ Agreement, dated as of March 27, 2015, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders’ Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed by the Registrant on April 29, 2015, Commission File Number 000-54799.

4.8		Fourth Amendment to Stockholders’ Agreement, dated as of December 29, 2015, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders’ Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10 filed with Amendment No. 4 to the Statement on Schedule 13D, filed by the reporting persons named therein on February 16, 2016, Commission File Number 005-87003.

4.9		Fifth Amendment to Stockholders’ Agreement, dated as of December 2, 2016, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders’ Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit No. 11 filed with Amendment No. 5 to the Statement on Schedule 13D, filed by the reporting persons named therein on February 14, 2017, Commission File Number 005-38001.

4.10		Sixth Amendment to Stockholders’ Agreement, dated as of December 22, 2016, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders’ Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit No. 12 filed with Amendment No. 5 to the Statement on Schedule 13D, filed by the reporting persons named therein on February 14, 2017, Commission File Number 005-38001.

4.11		Seventh Amendment to Stockholders’ Agreement, dated as of February 6, 2017, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders’ Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed by the Registrant on May 2, 2017, Commission File Number 000-54799.

4.12		Eighth Amendment to Stockholders’ Agreement, dated as of October 30, 2018, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders’ Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K, filed by the Registrant on February 26, 2019, Commission File Number 000-54799.

4.13		Ninth Amendment to Stockholders’ Agreement, dated as of December 5, 2019, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders’ Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 28 filed with Amendment No. 8 to the Statement on Schedule 13D, filed by the reporting persons named therein on February 13, 2020, Commission File Number 005-38001.


4.14		Tenth Amendment to Stockholders’ Agreement, dated as of December 31, 2020, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholders identified on the signature pages thereto and the Participating Stockholders under the Stockholders’ Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 30 filed with Amendment No. 9 to the Statement on Schedule 13D, filed by the reporting persons named therein on February 12, 2021, Commission File Number 005-38001.

4.15		Eleventh Amendment to Stockholders’ Agreement, dated as of December 7, 2021, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholders identified on the signature pages thereto and the Participating Stockholders under the Stockholders’ Agreement, dated as of September 28, 2012, as amended, by and among the Depository, the Corporation and the Participating Stockholders.

4.16		Hyster-Yale Materials Handling, Inc. 2020 Long-Term Equity Incentive Plan, is incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Form DEF 14A, filed by the Registrant on March 31, 2020, Commission File Number 000-54799.

5.1		Opinion of Suzanne Schulze Taylor, Senior Vice President, General Counsel and Secretary of the Registrant.

23.1		Consent of Ernst & Young LLP.

23.2		Consent of Suzanne Schulze Taylor, Senior Vice President, General Counsel and Secretary of the Registrant (included in Exhibit 5.1)

24.1		Power of Attorney

107		Calculation of Filing Fee Tables

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cleveland, Ohio, on this 1st day of February, 2022.


		HYSTER-YALE MATERIALS HANDLING, INC.

By:		/s/ Suzanne Schulze Taylor
		Name: Suzanne Schulze Taylor
		Title: Senior Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


*	Chairman and Chief Executive Officer (principal executive officer), Director	February 1, 2022
Alfred M. Rankin, Jr.

*	Senior Vice President and Chief Financial Officer (principal financial officer)	February 1, 2022
Kenneth C. Schilling

*	Vice President, Controller and Chief Accounting Officer (principal accounting officer)	February 1, 2022
Jennifer M. Langer

*	Director	February 1, 2022
James B. Bemowski

*	Director	February 1, 2022
J.C. Butler, Jr.

*	Director	February 1, 2022
Carolyn Corvi

*	Director	February 1, 2022
Edward T. Eliopoulos

*	Director	February 1, 2022
John P. Jumper

*	Director	February 1, 2022
Dennis W. LaBarre

*	Director	February 1, 2022
H. Vincent Poor

*	Director	February 1, 2022
Claiborne R. Rankin

*	Director	February 1, 2022
Britton T. Taplin

*	Director	February 1, 2022
David B.H. Williams

*	Director	February 1, 2022
Eugene Wong

* The undersigned, pursuant to a power of attorney, executed by each of the officers and directors above and filed with the Commission herewith, by signing her name hereto, does hereby sign and deliver this Registration Statement on behalf of each of the persons noted above in the capacities indicated.


By:		/s/ Suzanne Schulze Taylor
		Name: Suzanne Schulze Taylor
		Title: Senior Vice President, General Counsel and Secretary

Exhibit 4.15

AMENDMENT TO STOCKHOLDERS’ AGREEMENT

This AMENDMENT TO STOCKHOLDERS’ AGREEMENT, dated as of December 7, 2021 (this “Amendment”), by and among the Depository, Hyster-Yale Materials Handling, Inc., a Delaware corporation (the “Corporation”), the new Participating Stockholder(s) identified on the signature pages hereto (a “New Participating Stockholder”) and the Participating Stockholders under the Stockholders’ Agreement, dated as of September 28, 2012, as amended (the “Stockholders’ Agreement”), by and among the Depository, the Corporation and the Participating Stockholders. Capitalized terms defined in the Stockholders’ Agreement are used herein as so defined.

This Amendment sets forth the terms and conditions on which each New Participating Stockholder will join in and become a party to the Stockholders’ Agreement.

Pursuant to Section 8 of the Stockholders’ Agreement, prior to the acquisition of Class B Common Stock by a Permitted Transferee, the Stockholders’ Agreement may be amended to add a Permitted Transferee as a Participating Stockholder by a writing signed by the Signatories, the Corporation and such Permitted Transferee.

In consideration of the mutual promises hereinafter set forth and other good and valuable consideration had and received, the parties hereto agree as follows:

1. Representations and Warranties. Each New Participating Stockholder represents and warrants to the other Participating Stockholders and the Corporation as follows:

(a) The New Participating Stockholder is the beneficial owner of, or simultaneously with the execution hereof will acquire and be deemed to be the beneficial owner of, the shares of Class B Common Stock identified below such New Participating Stockholder’s name on the signature pages hereto (except as otherwise described thereon), and except as otherwise described thereon such New Participating Stockholder does not own of record or beneficially or have any interest in any other shares of Class B Common Stock or any options to purchase or rights to subscribe or otherwise acquire any other shares of Class B Common Stock other than pursuant to the Stockholders’ Agreement;

(b) The New Participating Stockholder has the right, power and authority to execute and deliver this Amendment and to perform such New Participating Stockholder’s obligations hereunder and under the Stockholders’ Agreement; if this Amendment is being executed by a trustee on behalf of a trust, such trustee has full right, power and authority to enter into this Amendment on behalf of the trust and to bind the trust and its beneficiaries to the terms hereof; if this Amendment is being executed on behalf of a Participating Stockholder Organization, the person executing this Amendment is a duly authorized representative of such Participating Stockholder Organization with full right, power and authority to execute and deliver this Amendment on behalf of such Participating Stockholder Organization and to bind such Participating Stockholder Organization to the terms hereof; the execution, delivery and performance of this Amendment by such New Participating Stockholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which such New Participating Stockholder is a party or by which such New Participating

Stockholder is bound or require the consent of any other person or any party pursuant thereto; (ii) any organizational, charter or other governance documents (including, without limitation, any partnership agreement, certificate of incorporation, or bylaws) of the New Participating Stockholder, (iii) any judgment, decree or order applicable to such New Participating Stockholder; or (iv) any law, rule or regulation of any governmental body;

(c) This Amendment and the Stockholders’ Agreement constitute legal, valid and binding agreements on the part of such New Participating Stockholder; the shares of Class B Common Stock owned beneficially by such New Participating Stockholder are fully paid and nonassessable; and

(d) The shares of Class B Common Stock owned beneficially by the New Participating Stockholder are now held by the New Participating Stockholder, free and clear of all adverse claims, liens, encumbrances and security interests (except as created by the Stockholders’ Agreement and any Amendments thereto, including this Amendment, and the Restated Certificate).

2. Address for Notices. The address for all notices to each New Participating Stockholder provided pursuant to the Stockholders’ Agreement shall be the address set forth below such New Participating Stockholder’s name on the signature pages hereto, or to such other address as such New Participating Stockholder may specify to the Depository.

3. Agreement to be Bound by Stockholders’ Agreement. Each New Participating Stockholder agrees to be bound by all of the terms and provisions of the Stockholders’ Agreement applicable to Participating Stockholders.

4. Beneficiaries. Each New Participating Stockholder acknowledges that the Corporation and each Participating Stockholder is a beneficiary of this Amendment.

5. Amendment of Stockholders’ Agreement. The Stockholders’ Agreement is hereby amended to add the New Participating Stockholder as a Participating Stockholder.

6. Signature of Amendment by Trusts, Minors and Incompetents.

(a) In order for a trust exclusively (as defined in Section 1.11 of the Stockholders’ Agreement) for the benefit of a Family Member or Members to be considered a Participating Stockholder:

(i) the trustee and all adult beneficiaries of such trusts having a current trust interest (as well as all Charitable Organization beneficiaries having a current trust interest) shall have previously signed the Stockholders’ Agreement or shall sign this Amendment as a Participating Stockholder;

(ii) the trustee and a parent or legal guardian, for trusts with minor beneficiaries having a current trust interest, shall sign this Amendment on behalf of any such minor beneficiaries; or

(iii) the trustee and legal guardian, if any, for trusts with incompetent beneficiaries having a current trust interest, shall sign this Amendment on behalf of any such incompetent beneficiaries.

(b) If, at any time, any trust shall have an adult beneficiary (and such beneficiary is not incompetent) having a current trust interest or an ascertainable Charitable Organization beneficiary having a current trust interest and if such beneficiary has not previously signed the Stockholders’ Agreement, then if such beneficiary shall fail or be unable to sign this Amendment for a period of 30 calendar days following notification to such beneficiary of the terms of this Amendment and the Stockholders’ Agreement by the Depository and following signature of this Amendment by the trustee, the trust shall thereupon cease to be a Participating Stockholder and Section 3.2 of the Stockholders’ Agreement shall then apply as if the shares of Class B Common Stock held by the trust were then to be converted. The donor of a trust that is revocable by the donor alone, during the lifetime of such donor, shall be considered the only beneficiary thereof so long as such trust is so revocable.

(c) In the case of Class B Common Stock held by a custodian under the Uniform Transfers to Minors Act (or the practical equivalent thereof) for the benefit of a minor Family Member, the custodian shall sign this Amendment on behalf of such minor if such minor is to be considered a Participating Stockholder.

(d) In the case of Class B Common Stock held in the name of a minor Family Member, a parent or legal guardian of such minor shall sign this Amendment on behalf of such minor if such minor is to be considered a Participating Stockholder.

(e) In the case of Class B Common Stock held in the name of an incompetent Family Member, the legal guardian of such incompetent shall sign this Amendment on behalf of such incompetent if such incompetent is to be considered a Participating Stockholder.

(f) When a minor described in Section 6(c) or (d) reaches the age of majority, or an incompetent described in Section 6(e) is no longer impaired by such disability and has reached the age of majority, such Family Member shall execute and deliver an Amendment which has been executed and delivered by the Participating Stockholders (or their attorney-in-fact), the Corporation and the Depository. If such Family Member shall fail or be unable to sign such Amendment for a period of 30 calendar days following notification to such Family Member of the terms of the Stockholders’ Agreement by the Depository, such Family Member shall thereupon cease to be a Participating Stockholder and Section 3.2 of the Stockholders’ Agreement shall then apply as if the shares of Class B Common Stock were then to be converted.

7. Power of Attorney. The undersigned New Participating Stockholder hereby constitutes and appoints Alfred M. Rankin, Jr., Kimberly J. Pustulka, Peter C. Zwick, and Suzanne Schulze Taylor and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and resubstitution, for the undersigned and in the name, place and stead of the undersigned, in any and all capacities to:

(a) execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934 of beneficial ownership of shares of Class B Common Stock subject to the Stockholders’ Agreement as amended by this Amendment, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-1(k) under such Exchange Act in connection with such statements, all initial statements of beneficial ownership on Form 3 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and

(b) execute and deliver any and all Amendments whereby a Family Member, Charitable Organization or Participating Stockholder Organization becomes a Participating Stockholder or any other amendment to the Stockholders’ Agreement in accordance with Section 8 of the Stockholders’ Agreement, other than those amendments that (i) extend the term of the Stockholders’ Agreement or (ii) amend Section 2, 3, 4 or 8 of the Stockholders’ Agreement, thereby granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them, or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue of this Section 7. The grant of this power of attorney shall not be affected by any disability of such undersigned New Participating Stockholder. If applicable law requires additional or substituted language or formalities (including witnesses or acknowledgments) in order to validate the power of attorney intended to be granted by this Section 7, each New Participating Stockholder agrees to execute and deliver such additional instruments and to take such further acts as may be necessary to validate such power of attorney.

8. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument, without production of the others.

IN WITNESS WHEREOF, each New Participating Stockholder, the Participating Stockholders, the Corporation and the Depository have executed this Amendment or caused this Amendment to be executed in their respective names, all as of the date and year first above written.


Rankin Associates V, LP /s/ Alfred M. Rankin, Jr., President Rankin Management, Inc. General Partner
(a new Participating Stockholder)

Address:		5875 Landerbrook Drive, Suite 300
		Mayfield Heights, Ohio 44124

Number of Shares of

Class B Common Stock

Certificate No.


Rankin Associates VI, LP /s/ Alfred M. Rankin, Jr., President Rankin Management, Inc. General Partner
(a new Participating Stockholder)

Address:		5875 Landerbrook Drive, Suite 300
		Mayfield Heights, Ohio 44124

Number of Shares of

Class B Common Stock

Certificate No.


2012 Helen R. Butler GST Trust 2012 Clara R. Williams GST Trust /s/ Alfred M. Rankin, Jr., Trustee
(a new Participating Stockholder)

Address:		5875 Landerbrook Drive, Suite 300
		Mayfield Heights, Ohio 44124

Number of Shares of

Class B Common Stock

Certificate No.


2012 Chloe R. Seelbach GST Trust 2012 Claiborne R. Rankin, Jr. GST Trust 2012 Julia R. Kuipers GST Trust /s/ Claiborne R. Rankin, Trustee
(a new Participating Stockholder)

Address:		36779 Cedar Road
		Gates Mills, Ohio 44040

Number of Shares of

Class B Common Stock

Certificate No.


2012 Anne F. Rankin GST Trust 2012 Elisabeth M. Rankin GST Trust /s/ Roger F. Rankin, Trustee
(a new Participating Stockholder)

Address:		1449 Carpenter Road
		Gates Mills, Ohio 44040

Number of Shares of

Class B Common Stock

Certificate No.


2012 Matthew M. Rankin GST Trust 2012 James T. Rankin GST Trust 2012 Thomas P. Rankin GST Trust /s/ Thomas T. Rankin, Trustee
(a new Participating Stockholder)

Address:		214 Banbury Road
		Richmond, Virginia 23221

Number of Shares of

Class B Common Stock

Certificate No.


Corbin K. Rankin Main Trust u/a/d November 30, 2015, as amended /s/ Corbin K. Rankin, Trustee
(a new Participating Stockholder)

Address:		214 Banbury Road
		Richmond, Virginia 23221

Number of Shares of

Class B Common Stock

Certificate No.


Elizabeth B. Rankin Main Trust u/a/d November 30, 2015, as amended /s/ Elizabeth B. Rankin, Trustee
(a new Participating Stockholder)

Address:		2011 St. Andrews Road
		Greensboro, NC 27408

Number of Shares of

Class B Common Stock

Certificate No.


Lynne T. Rankin Main Trust u/a/d December 4, 2015, as amended /s/ Lynne T. Rankin, Trustee
(a new Participating Stockholder)

Address:		2291 Woodward Way NW
		Atlanta, GA 30305

Number of Shares of

Class B Common Stock

Certificate No.


Scott W. Seelbach Main Trust u/a/d December 22, 2015 /s/ Scott W. Seelbach, Trustee
(a new Participating Stockholder)

Address:		18910 South Woodland
		Shaker Heights, Ohio 44122

Number of Shares of

Class B Common Stock

Certificate No.


HYSTER-YALE MATERIALS HANDLING, INC., as Depository

By:		/s/ Alfred M. Rankin, Jr.


HYSTER-YALE MATERIALS HANDLING, INC.

By:		/s/ Alfred M. Rankin, Jr.


THE PARTICIPATING STOCKHOLDERS listed in Exhibit A attached hereto and incorporated herein by this reference

By:		/s/ Alfred M. Rankin, Jr.

Exhibit A

PARTICIPATING STOCKHOLDERS

1.	Clara L. T. Rankin

2.	Alfred M. Rankin, Jr.

3.	Victoire G. Rankin

4.	Helen Rankin Butler (f/k/a Helen P. Rankin)

5.	Clara T. Rankin Williams (f/k/a Clara T. Rankin)

6.	Thomas T. Rankin

7.	Matthew M. Rankin

8.	James T. Rankin

9.	Claiborne R. Rankin

10.	Chloe O. Rankin

11.	Chloe R. Seelbach (f/k/a Chloe E. Rankin)

12.	Claiborne R. Rankin, Jr.

13.	Roger F. Rankin

14.	Bruce T. Rankin

15.	Martha S. Kelly

16.	Susan Sichel

17.	Jennifer T. Jerome

18.	Caroline T. Ruschell

19.	David F. Taplin

20.	Beatrice B. Taplin

21.	Thomas E. Taplin, Jr.

22.	Theodore D. Taplin

23.	Britton T. Taplin

24.	Frank F. Taplin

25.	Rankin Management, Inc.

26.	Rankin Associates I, L.P. (f/k/a CTR Family Associates, L.P.)

27.	The Trust created under the Agreement, dated December 28, 1976, between National City Bank, as trustee, and Clara L.T. Rankin, for the benefit of grandchildren

28.	The Trust created under the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, for the benefit of Clara T. Rankin

29.	The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., for the benefit of Alfred M. Rankin, Jr.

30.	The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Victoire G. Rankin, as trustee, and Victoire G. Rankin, for the benefit of Victoire G. Rankin

31.	The Trust created under the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin

32.	The Trust created under the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin

33.	The Trust created under the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin

34.	The Trust created under the Agreement, dated September 28, 2000, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, for the benefit of Bruce T. Rankin

35.	The Trust created under the Agreement, dated August 26, 1974, between National City Bank, as trustee, and Thomas E. Taplin, Jr., for the benefit of Thomas E. Taplin, Jr.

36.	The Trust created under the Agreement, dated October 15, 1975, between National City Bank, as trustee, and Theodore D. Taplin, for the benefit of Theodore D. Taplin

37.	The Trust created under the Agreement, dated December 30, 1977, as supplemented, amended and restated, between National City Bank, as trustee, and Britton T. Taplin for the benefit of Britton T. Taplin

38.	The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. (Rankin) Williams for the benefit of Clara T. (Rankin) Williams

39.	The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin) Butler

40.	Corbin Rankin

41.	Alison A. Rankin

42.	National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin

43.	Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor

44.	Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor

45.	Rankin Associates II, L.P.

46.	John C. Butler, Jr.

47.	Clara Rankin Butler (by John C. Butler, Jr. as custodian)

48.	The Trust created under the Agreement, dated July 24, 1998, as amended, between Frank F. Taplin, as trustee, and Frank F. Taplin, for the benefit of Frank F. Taplin

49.	David B. Williams

50.	Griffin B. Butler (by John C. Butler, Jr. as Custodian)

51.	Claiborne R. Rankin as Trustee of the Claiborne R. Rankin, Jr. Revocable Trust dated August 25, 2000

52.	Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin

53.	Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin

54.	Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September 11, 2000

55.	The Trust created under the Agreement, dated December 20, 1993, between Thomas T. Rankin, as co-trustee, Matthew M. Rankin, as co-trustee, and Matthew M. Rankin, for the benefit of Matthew M. Rankin

56.	Scott Seelbach

57.	Margo Jamison Victoire Williams (by Clara Rankin Williams as Custodian)

58.	Trust created under the Agreement, dated June 1, 1995, between Chloe O. Rankin, as Trustee, and Chloe O. Rankin, for the benefit of Chloe O. Rankin

59.	Trust created by the Agreement, dated June 17, 1999, between John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a trust for the benefit of John C. Butler, Jr.

60.	Clara Rankin Butler 2002 Trust, dated November 5, 2002

61.	Griffin Bedwell Butler 2002 Trust, dated November 5, 2002

62.	Elizabeth B. Rankin

63.	Margo Jamison Victoire Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Margo Jamison Victoire Williams

64.	Helen Charles Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Helen Charles Williams

65.	Helen Charles Williams (by David B.H. Williams as Custodian)

66.	Julia L. Rankin Kuipers

67.	Trust created by the Agreement, dated December 21, 2004, between Claiborne R. Rankin, as trustee, and Julia L. Rankin, creating a trust for the benefit of Julia L. Rankin

68.	Thomas Parker Rankin

69.	Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian)

70.	Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Taplin Elizabeth Seelbach

71.	Rankin Associates IV, L.P.

72.	Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between National City Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin

73.	Trust created by the Agreement, dated May 10, 2007, between Mathew M. Rankin, as Grantor, and Mathew M. Rankin and James T. Rankin, as co-trustees, for the benefit of Mary Marshall Rankin

74.	Trust created by Agreement, dated May 10, 2007, between Mathew M. Rankin, as trustee, and James T. Rankin, creating a trust for the benefit of William Alexander Rankin

75.	Trust created by the Agreement dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Isabelle Scott Seelbach

76.	Lynne Turman Rankin

77.	Jacob A. Kuipers

78.	Alfred M. Rankin, Jr.’s 2011 Grantor Retained Annuity Trust

79.	Alfred M. Rankin, Jr. 2012 Retained Annuity Trust

80.	2012 Chloe O. Rankin

81.	2012 Corbin K. Rankin Trust

82.	2012 Alison A. Rankin Trust

83.	2012 Helen R. Butler Trust

84.	2012 Clara R. Williams Trust

85.	The David B.H. Williams Trust, David B.H. Trustee u/a/d October 14, 2009

86.	Mary Marshall Rankin (by Matthew M. Rankin, as Custodian)

87.	William Alexander Rankin (by Matthew M. Rankin, as Custodian)

88.	Margaret Pollard Rankin (by James T. Rankin, as Custodian)

89.	Trust created by the Agreement, dated April 10, 2009, between Chloe R. Seelbach, as trustee, creating a trust for the benefit of Chloe R. Seelbach

90.	Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Thomas Wilson Seelbach

91.	Isabelle Seelbach (by Chloe R. Seelbach, as Custodian)

92.	Elisabeth M. Rankin (by Alison A. Rankin, as Custodian)

93.	A. Farnham Rankin

94.	Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011

95.	The Beatrice B. Taplin Trust/Custody dtd December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin

96.	Cory Freyer

97.	Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee

98.	Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee

99.	Jennifer Dickerman

100.	The Trust created under the Agreement dated January 5, 1977 between PNC Bank as Co-Trustee, Alfred M. Rankin, Jr., as Co-Trustee, for the benefit of Clara L.T. Rankin

101.	The Trust created under the Agreement, dated January 1, 1977, between PNC Bank, as Co-Trustee, Alfred M. Rankin, Jr., as Co-Trustee, and Clara L. T. Rankin, for the benefit of Clara L. T. Rankin

102.	Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 and as amended, Beatrice Taplin, Trustee

103.	Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee

104.	Alfred M. Rankin Jr.—Roth IRA— Brokerage Account #*****

105.	John C. Butler, Jr.—Roth IRA— Brokerage Account #*****

106.	DiAhn Taplin

107.	BTR 2012 Trust for Helen R. Butler

108.	BTR 2012 Trust for Clara R. Williams

109.	BTR 2012 Trust for James T. Rankin

110.	BTR 2012 Trust for Matthew M. Rankin

111.	BTR 2012 Trust for Thomas P. Rankin

112.	BTR 2012 Trust for Chloe R. Seelbach

113.	BTR 2012 Trust for Claiborne R. Rankin, Jr.

114.	BTR 2012 Trust for Julia R. Kuipers

115.	BTR 2012 Trust for Anne F. Rankin

116.	BTR 2012 Trust for Elisabeth M. Rankin

117.	The Anne F. Rankin Trust dated August 15, 2012

118.	Trust created by the Agreement, dated August 20, 2009 between James T. Rankin, as Trustee, and James T. Rankin, creating a trust for the benefit of James T. Rankin

119.	Thomas P. K. Rankin, Trustee of the trust created by agreement, dated February 2, 2011, as Supplemented, amended and restated, between Thomas P.K. Rankin, as trustee, and Thomas P.K. Rankin, creating a trust for the benefit of Thomas P.K. Rankin

120.	Claiborne R. Rankin Trust for the children of Julia R. Kuipers dated December 27, 2013 under the Custody Agreement dated December 27, 2013 fbo Evelyn R. Kuipers

121.	AMR Associates, LP

122.	Vested Trust for the benefit of Margaret Pollard Rankin U/A/D December 4, 2015

123.	Vested Trust for the benefit of James T. Rankin, Jr. U/A/D December 4, 2015

124.	Claiborne R. Rankin Trust for the children of Claiborne R. Rankin, Jr. dated August 26, 2016 for the benefit of Claiborne Read Rankin, III

125.	Claiborne R. Rankin Trust for the children of Julia R. Kuipers dated December 27, 2013 fbo Matilda Alan Kuipers

126.	Claiborne Read Rankin III (by Claiborne R. Rankin, Jr., as Custodian)

127.	James T. Rankin, Jr. (by James T. Rankin, as Custodian)

128.	Matilda Alan Kuipers (by Julia R. Kuipers, as Custodian)

129.	Lauran Rankin

130.	Lauran Rankin Main Trust u/a/d 12/23/15

131.	Thomas Wilson Seelbach (by Chloe Seelbach, as Custodian)

132.	Evelyn R. Kuipers (by Julia R. Kuipers, as Custodian)

133.	Trust FBO Paige J. Rankin U/T/A Vested Trusts for Children of Claiborne R. Rankin, Jr., dated 8/26/2016 (Claiborne R. Rankin, Jr., Trustee)

134.	Paige J. Rankin (by Claiborne R. Rankin, Jr., as Custodian for Paige J. Rankin)

135.	BTR 2020 GST Trust for Helen R. Butler, Helen R. Butler, Trustee

136.	BTR 2020 GST Trust for Clara R. Williams, Clara W. Williams, Trustee

137.	BTR 2020 GST Trust for Elisabeth M. Rankin, Roger F. Rankin, Trustee

138.	BTR 2020 GST Trust for Anne F. Rankin, Roger F. Rankin, Trustee

139.	BTR 2020 GST Trust for Chloe R. Seelbach, Claiborne R. Rankin, Trustee

140.	BTR 2020 GST Trust for Claiborne R. Rankin, Jr., Claiborne R. Rankin, Trustee

141.	BTR 2020GST Trust for Julia R. Kuipers, Claiborne R. Rankin, Trustee

142.	JCB 2020 GST Trust fbo Clara R. Butler, Helen R. Butler, Trustee

143.	JCB 2020 GST Trust fbo Griffin B. Butler, Helen R. Butler, Trustee

144.	HRB 2020 GST Trust fbo Clara R. Butler, Clara R. Williams, Trustee

145.	HRB 2020 GST Trust fbo Griffin B. Butler, Clara R. Williams, Trustee

146.	CRW 2020 GST Trust fbo Helen C. Williams, David B.H. Williams, Trustee

147.	CRW 2020 GST Trust fbo Margo J.V. Williams, David B. H. Williams, Trustee

148.	BTR 2020 GST Trust for Matthew M. Rankin, Thomas T. Rankin, Trustee

149.	BTR 2020 GST Trust for James T. Rankin, Thomas T. Rankin, Trustee

150.	BTR 2020 GST Trust for Thomas P.K. Rankin, Thomas T. Rankin, Trustee

Exhibit 5.1

LOGO

February 1, 2022

Hyster-Yale Materials Handling, Inc.

5875 Landerbrook Drive

Suite 300

Cleveland, Ohio 44124

Re:

Registration Statement on Form S-8 filed by Hyster-Yale Materials Handling, Inc.

Ladies and Gentlemen:

I am the Senior Vice President, General Counsel and Secretary of Hyster-Yale Materials Handling, Inc., a Delaware corporation (the “Company). This opinion is delivered in connection with the Hyster-Yale Materials Handling, Inc. 2020 Long-Term Equity Incentive Plan (the “Plan”). In connection with the opinion expressed herein, I have examined such documents, records and matters of law as I have deemed relevant or necessary for purposes of this opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, I am of the opinion that the 908,590 shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.01 per share, that may be issued or delivered and sold pursuant to the Plan and the authorized award agreements thereunder (the “Award Agreements”) will be, when issued or delivered and sold in accordance with such Plan and the Award Agreements, validly issued, fully paid and nonassessable, provided that the consideration for the Shares is at least equal to the stated par value thereof.

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, and I express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein. In addition, I have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan and the Award Agreements will be in full force and effect at all times at which the Shares are issued or delivered and sold by the Company, and that the Company will take no action inconsistent with such resolutions. In rendering the opinion above, I have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect the registration of the Shares under the Securities Act of 1933 (the “Act”). In giving such consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Suzanne Schulze Taylor

Suzanne Schulze Taylor

5875 Landerbrook Drive • Suite 300 • Cleveland, Ohio 44124-4069 • Telephone 440-449-9600

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Hyster-Yale Materials Handling, Inc. 2020 Long-Term Equity Incentive Plan of Hyster-Yale Materials Handling, Inc. of our reports dated February 24, 2021, with respect to the consolidated financial statements and schedule of Hyster-Yale Materials Handling, Inc., and the effectiveness of internal control over financial reporting of Hyster-Yale Materials Handling, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Cleveland, Ohio

February 1, 2022

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each of the undersigned officers and directors of Hyster-Yale Materials Handling, Inc., a Delaware corporation (the “Registrant”), hereby constitutes and appoints Alfred M. Rankin, Jr., Suzanne Schulze Taylor, Dennis W. LaBarre, Kenneth C. Schilling and Jennifer M. Langer, or any of them, each acting alone, as his or her true and lawful attorney-in-fact or agent, or attorneys-in-fact or agents, with the full power of substitution and resubstitution, for the undersigned and in the name, place and stead of the undersigned, to execute and file with the Securities and Exchange Commission under the Securities Act of 1933 one or more Registration Statements on Form S-8 with respect to the registration of Class A common stock, par value $0.01 per share of the Registrant pursuant to the Hyster-Yale Materials Handling, Inc. 2020 Long-Term Equity Incentive Plan, together with any and all amendments, supplements and exhibits thereto, including any and all pre-effective and post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority or exchange with respect to the securities covered by the Registration Statement(s) on Form S-8, with full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

Executed as of the 31st day of January, 2022.


/s/ Alfred M. Rankin, Jr.				/s/ Kenneth C. Schilling
Alfred M. Rankin, Jr. Chairman and Chief Executive Officer (principal executive officer), Director				Kenneth C. Schilling Senior Vice President and Chief Financial Officer (principal financial officer)

/s/ Jennifer M. Langer				/s/ James B. Bemowski
Jennifer M. Langer Vice President, Controller and Chief Accounting Officer (principal accounting officer)				James B. Bemowski Director

/s/ J.C. Butler, Jr.				/s/ Carolyn Corvi
J.C. Butler, Jr. Director				Carolyn Corvi Director

/s/ Edward T. Eliopoulos				/s/ John P. Jumper
Edward T. Eliopoulos Director				John P. Jumper Director

/s/ Dennis W. LaBarre				/s/ H. Vincent Poor
Dennis W. LaBarre Director				H. Vincent Poor Director


/s/ Claiborne R. Rankin				/s/ Britton T. Taplin
Claiborne R. Rankin Director				Britton T. Taplin Director

/s/ David B.H. Williams				/s/ Eugene Wong
David B.H. Williams Director				Eugene Wong Director

EXHIBIT 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

HYSTER-YALE MATERIALS HANDLING, INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities


Security Type	Security Class Title	Fee Calculation Rule		Amount Registered		Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity	Class A Common Stock, $0.01 par value per share		Other		908,590	$	40.805	$	37,075,014.95		$ 92.70 per $1 million	$	3,437
Total Offering Amounts								$	37,075,014.95			$	3,437
Total Fee Offsets												$	0
Net Fee Due												$	3,437

The amount registered reflected in Table 1 above represents the maximum number of shares of Class A common stock, par value $0.01 per share (the “Common Stock”), of Hyster-Yale Materials Handling, Inc. (the “Registrant”) issuable pursuant to the Hyster-Yale Materials Handling, Inc. 2020 Long-Term Equity Incentive Plan (the “Plan”) being registered on the Registration Statement on Form S-8 (the “Registration Statement”) to which this exhibit relates. Pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”), the Registration Statement also covers such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan. The proposed maximum offering price per unit and the maximum aggregate offering price in Table 1 above are estimated solely for the purposes of determining the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices of Common Stock on the New York Stock Exchange on January 25, 2022, which is a date within five business day prior to filing.

Table 2: Fee Offset Claims and Sources

Registrant
or Filer
Name

Form
or
Filing
Type

File
Number

Initial
Filing
Date

Filing
Date

Fee
Offset
Claimed

Security
Type
Associ-
ated with
Fee Offset
Claimed

Security
Title
Associ-
ated with
Fee Offset
Claimed

Unsold
Securities
Associ-
ated with
Fee Offset
Claimed

Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed

Fee Paid
with Fee
Offset
Source

Rule 457(p)

Fee Offset Claims

Fee Offset Sources

The Registrant is not relying on Rule 457(p) under the Securities Act to offset any of the filing fee due with respect to the Registration Statement to which this exhibit relates, so no information is provided under this Table 2.