UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 29)
NACCO Industries, Inc.
(Name of Issuer)
Class B Common Stock, par value $1.00 per share
(Title of Class of Securities)
629579202
(CUSIP Number)
Alfred M. Rankin, Jr.
5875 Landerbrook Drive, Suite 300
Cleveland, Ohio 44124-4017
(440)449-9600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),check the following box. ☐
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 629579202 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Paige J. Rankin (by Claiborne R. Rankin, Jr.,
as custodian) 2 CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ 3 SEC USE
ONLY 4 SOURCE OF
FUNDS* OO See Item 3 5 CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING
POWER 0 9 SOLE DISPOSITIVE
POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐ 13 PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF
REPORTING PERSON* IN
CUSIP No. 629579202 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Trust FBO Paige J. Rankin U/T/A Vested Trusts
for Children of Claiborne R. Rankin, Jr., dated 8/26/2016 2 CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒ 3 SEC USE
ONLY 4 SOURCE OF
FUNDS* OO See Item 3 5 CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING
POWER 0 9 SOLE DISPOSITIVE
POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐ 13 PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF
REPORTING PERSON* IN - 3 -
CUSIP No. 629579202 Part II to Schedule 13D The Schedule 13D originally filed on March 29, 1990, as amended and restated in its entirely pursuant to Regulation S-T Rule 101(a)(2) on March 20, 1992, as amended by Amendment No. 1 filed on March 28, 1995, as amended by Amendment No. 2 filed on March 21, 1996, as amended by Amendment No. 3 filed
on November 26, 1996, as amended by Amendment No. 4 filed on January 10, 1997, as amended by Amendment No. 5 filed on March 19, 1997, as amended by Amendment No. 6 filed on March 25, 1999, as amended by Amendment
No. 7 filed on March 30, 2000, as amended by Amendment No. 8 filed on February 14, 2001, as amended by Amendment No. 9 filed on February 14, 2002, as amended by Amendment No. 10 filed on February 14, 2003, as
amended by Amendment No. 11 filed on February 17, 2004, as amended by Amendment No. 12 filed on February 15, 2005, as amended by Amendment No. 13 filed on February 14, 2006, as amended by Amendment No. 14 filed on
February 14, 2007, as amended by Amendment No. 15 filed on February 14, 2008, as amended by Amendment No. 16 filed on February 13, 2009, as amended by Amendment No. 17 filed on February 16, 2010, as amended by
Amendment No. 18 filed on February 14, 2011, as amended by Amendment No. 19 filed on February 14, 2012, as amended by Amendment No. 20 filed on February 14, 2013, as amended by Amendment No. 21 filed on
February 14, 2014, as amended by Amendment No. 22 filed on February 13, 2015, as amended by Amendment No. 23 filed on February 12, 2016, as amended by Amendment No. 24 filed on February 14, 2017, as amended by
Amendment No. 25 filed on February 13, 2018, as amended by Amendment No. 26 filed on February 13, 2020, as amended by Amendment No. 27 filed on February 12, 2021 and as amended by Amendment No. 28 filed on
February 11, 2022 (collectively, the Filings), related to shares of Class B common stock (Class B Common) of NACCO Industries, Inc. (the
Company) held by certain signatories to the Stockholders Agreement, dated as of March 15, 1990, as amended and restated on September 29, 2017, as further amended as of February 14, 2019, as further
amended as of February 12, 2021, as further amended as of February 14, 2022 and as further amended as of February 10, 2023, among the signatories thereto, the Company and PNC Bank, NA, as depository, is hereby further amended as
follows. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Filings. Item 2. Identity and Background. (a)(c) Item 2 of the Filings is hereby amended as follows: The following new Reporting Persons shall be added: Paige J. Rankin (by Claiborne R. Rankin, Jr., as custodian). Mr. Rankins resident address is 36779 Cedar
Road, Gates Mills, Ohio 44040-9721. He is a private investor. Trust FBO Paige J. Rankin U/T/A Vested Trusts for
Children of Claiborne R. Rankin, Jr., dated 8/26/2016. Mr. Rankin is the trustee of the trust. Mr. Rankins address is 36779 Cedar Road, Gates Mills, Ohio 44040-9721. He is a private investor. The statements under the heading Julia Rankin Kuipers which appear in the Filings, are hereby deleted and replaced by the
following: Julia Rankin Kuipers. Ms. Kuipers address is 150 Miles Road, Chagrin Falls, Ohio 44022. She
is not employed. The statements under the heading Jacob A. Kuipers which appear in the Filings, are hereby deleted and
replaced by the following: Jacob A. Kuipers. Mr. Kuipers address is 150 Miles Road, Chagrin Falls, Ohio
44022. He is a Partner with McDermott Will & Emery. The statements under the heading Frank F. Taplin which
appear in the Filings, are hereby deleted and replaced by the following: - 4 -
CUSIP No. 629579202 Frank F. Taplin. Mr. Frank Taplins address is 4470 W.
Sunset Blvd., PMB 107-686, Los Angeles, California 90027. He is self-employed. The statements under the heading Clara Rankin Butler (by John C. Butler, Jr. as custodian), are hereby deleted and replaced by
the following: Clara Rankin Butler. Ms. Butlers resident address is 245 East 63rd St., Apt 31C, New
York, NY 10065. She is an Assistant at Christies Auction House The statements under the heading Elisabeth M. Rankin
are hereby deleted and replaced by the following: Elisabeth M. Rankin. Ms. Rankins address is 1449
Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. She is employed at Chivers, LLP. Item 5. Interest in Securities of the
Issuer. The following new Reporting Persons shall be added: Paige J. Rankin (by Claiborne R. Rankin, Jr., as custodian). Ms. Rankin has no power to vote or dispose of any
shares of Class B Common. Claiborne R. Rankin, Jr., as custodian, has the sole power to vote and dispose of the shares of Class B Common held by Paige J. Rankin. Trust FBO Paige J. Rankin U/T/A Vested Trusts for Children of Claiborne R. Rankin, Jr., dated 8/26/2016. The trust has
no power to vote or dispose of any shares of Class B Common. Claiborne R. Rankin, Jr. as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The information provided with respect to the Stockholders Agreement is hereby amended by inserting at the end thereof the
following: Effective February 10, 2023, each of the Issuer, the new Participating Stockholders and the Participating
Stockholders executed and delivered an Amendment to the Stockholders Agreement amending the Amended and Restated Stockholders Agreement to add additional Participating Stockholders under the Stockholders Agreement. A copy of the
Fourth Amendment to the Amended and Restated Stockholders Agreement is attached hereto as Exhibit 67 and is incorporated herein in its entirety. Item 7. Material to be Filed as Exhibits. Fourth Amendment to Amended and Restated Stockholders Agreement, dated as of February 10, 2023, by and between
the Depository, the Issuer, the new Participating Stockholders and the Participating Stockholders. Joint Filing Agreement. [Signatures begin on the next page.] [The remainder of this page was intentionally left blank.] - 5 -
CUSIP No. 629579202 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this
statement is true, complete and correct. Date: February 10, 2023 By: /s/ Alfred M. Rankin, Jr. Alfred M. Rankin, Jr., on behalf of himself, and as: Attorney-in-Fact for Clara L.
T. Rankin* Attorney-in-Fact for Alfred M.
Rankin, Jr.* Attorney-in-Fact for Victoire
G. Rankin, Jr.* Attorney-in-Fact for Helen
Rankin Butler (f/k/a Helen P. Rankin)* Attorney-in-Fact for Clara T.
Rankin Williams (f/k/a Clara T. Rankin)* Attorney-in-Fact for Thomas T.
Rankin* Attorney-in-Fact for Matthew M.
Rankin* Attorney-in-Fact for James T.
Rankin* Attorney-in-Fact for Claiborne
R. Rankin* Attorney-in-Fact for Chloe O.
Rankin* Attorney-in-Fact for Chloe R.
Seelbach (f/k/a Chloe E. Rankin)* Attorney-in-Fact for Claiborne
R. Rankin, Jr.* Attorney-in-Fact for Roger F.
Rankin* Attorney-in-Fact for Bruce T.
Rankin* Attorney-in-Fact for Martha S.
Kelly* Attorney-in-Fact for Susan
Sichel* Attorney-in-Fact for Jennifer
T. Jerome* Attorney-in-Fact for Caroline
T. Ruschell* Attorney-in-Fact for David F.
Taplin* Attorney-in-Fact for Beatrice
B. Taplin* Attorney-in-Fact for Theodore
D. Taplin* Attorney-in-Fact for Britton T.
Taplin* Attorney-in-Fact for Frank F.
Taplin* Attorney-in-Fact for Rankin
Management, Inc.* Attorney-in-Fact for Rankin
Associates I, L.P. (f/k/a CTR Family Associates, L.P.)* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for 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.* Attorney-in-Fact for The Trust
created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Victoire G. Rankin, for the benefit of Victoire G.
Rankin* - 6 -
CUSIP No. 629579202 Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for The Trust created
under the Agreement, dated October 15, 1975, between PNC Bank and Britton T. Taplin, as successor trustee, for the benefit of Theodore D. Taplin* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney in Fact for Corbin Rankin* Attorney in Fact for Alison A. Rankin* Attorney-in-Fact for National City Bank as
agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin* Attorney-in-Fact for Alison A. Rankin, as
trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor* Attorney-in-Fact for Alison A. Rankin, as
trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor* Attorney-in-Fact for Rankin Associates II,
L.P.* Attorney-in-Fact for John C. Butler,
Jr.* Attorney in Fact for Clara Rankin Butler* Attorney-in-Fact for 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* - 7 -
CUSIP No. 629579202 Attorney-in-Fact for David B.
Williams* Attorney-in-Fact for Griffin B.
Butler* Attorney-in-Fact for Claiborne R. Rankin as
Trustee of the Claiborne R. Rankin, Jr. Revocable Trust dated August 25, 2000* Attorney-in-Fact for Alison A. Rankin as
Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin* Attorney-in-Fact for Alison A. Rankin as
Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin* Attorney-in-Fact for Alison A. Rankin as
Trustee of the Alison A. Rankin Revocable Trust, dated September 11, 2000* Attorney-in-Fact for 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* Attorney-in-Fact for Scott
Seelbach* Attorney-in-Fact for Margo Jamison Victoire
Williams (by Clara Rankin Williams as Custodian)* Attorney-in-Fact for 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* Attorney-in-Fact for 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.* Attorney-in-Fact for Clara Rankin Butler
2002 Trust, dated November 5, 2002* Attorney-in-Fact for Griffin Bedwell Butler
2002 Trust, dated November 5, 2002* Attorney-in-Fact for Elizabeth B.
Rankin* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for Helen Charles Williams
(by David B.H. Williams as Custodian)* Attorney-in-Fact for Julia L. Rankin
Kuipers* Attorney-in-Fact for 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* Attorney-in-Fact for Thomas Parker
Rankin* Attorney-in-Fact for Taplin Elizabeth
Seelbach (by Scott Seelbach as Custodian)* - 8 -
CUSIP No. 629579202 Attorney-in-Fact for 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* Attorney-in-Fact for Rankin Associates IV,
L.P.* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for Lynne Turman
Rankin* Attorney-in-Fact for Jacob A.
Kuipers* Attorney-in-Fact for 2012 Chloe O.
Rankin* Attorney-in-Fact for 2012 Corbin K. Rankin
Trust* Attorney-in-Fact for 2012 Alison A. Rankin
Trust* Attorney-in-Fact for 2012 Helen R. Butler
Trust* Attorney-in-Fact for 2012 Clara R. Williams
Trust* Attorney-in-Fact for The David B.H.
Williams Trust, David B.H. Trustee u/a/d October 14, 2009* Attorney-in-Fact for Mary Marshall Rankin
(by Matthew M. Rankin, as Custodian)* Attorney-in-Fact for William Alexander
Rankin (by Matthew M. Rankin, as Custodian)* Attorney-in-Fact for Margaret Pollard
Rankin (by James T. Rankin, as Custodian)* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for Isabelle Seelbach (by
Chloe R. Seelbach, as Custodian)* Attorney-in-Fact for Elisabeth M. Rankin
(by Alison A. Rankin, as Custodian)* Attorney-in-Fact for A. Farnham
Rankin* Attorney-in-Fact for Taplin Annuity Trust
#1 of Beatrice B. Taplin dated June 18, 2011* Attorney-in-Fact for The Beatrice B. Taplin
Trust/Custody dated December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin* - 9 -
CUSIP No. 629579202 Attorney-in-Fact for Ngaio T. Lowry Trust,
dated February 26, 1998, Caroline T. Ruschell, Trustee* Attorney-in-Fact for Caroline T. Ruschell
Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee* Attorney-in-Fact for Thomas E. Taplin
Exempt Family Trust u/a dated January 21, 1966 and as amended, Beatrice Taplin, Trustee* Attorney-in-Fact for Thomas E. Taplin
Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account Beatrice Taplin, Trustee* Attorney-in-Fact for Alfred M. Rankin Jr.
-Roth IRA-Brokerage Account******* Attorney-in-Fact for John C. Butler, Jr.
-Roth IRA-Brokerage Account******* Attorney-in-Fact for DiAhn
Taplin* Attorney-in-Fact for BTR 2012 GST for Helen
R. Butler* Attorney-in-Fact for BTR 2012 GST for Clara
R. Williams* Attorney-in-Fact for BTR 2012 GST for James
T. Rankin* Attorney-in-Fact for BTR 2012 GST for
Matthew M. Rankin* Attorney-in-Fact for BTR 2012 GST for
Thomas P. Rankin* Attorney-in-Fact for BTR 2012 GST for Chloe
R. Seelbach* Attorney-in-Fact for BTR 2012 GST for
Claiborne R. Rankin, Jr.* Attorney-in-Fact for BTR 2012 GST for Julia
R. Kuipers* Attorney-in-Fact for BTR 2012 GST for Anne
F. Rankin* Attorney-in-Fact for BTR 2012 GST for
Elisabeth M. Rankin* Attorney-in-Fact for The Anne F. Rankin
Trust dated August 15, 2012* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for Claiborne R. Rankin
Trust for children of Julia R. Kuipers dated December 27, 2013 under Custody Agreement dated December 27, 2013 fbo Evelyn R. Kuipers* Attorney-in-Fact for AMR Associates,
LP* Attorney-in-Fact for Claiborne R. Rankin
Trust for Children of Claiborne R. Rankin, Jr. dtd 08/26/2016 FBO Claiborne Read Rankin III* Attorney-in-Fact for Claiborne R. Rankin
Trust for Children of Julia R. Kuipers dtd 12/27/2013 FBO Matilda Alan Kuipers** - 10 -
CUSIP No. 629579202 Attorney-in-Fact for Claiborne Read Rankin
III (by Claiborne R. Rankin, Jr. as Custodian)* Attorney-in-Fact for Matilda Alan Kuipers
(by Julia R. Kuipers, as Custodian)* Attorney-in-Fact for Vested Trust for James
T. Rankin, Jr. U/A/D December 4, 2015* Attorney-in-Fact for Vested Trust for
Margaret Pollard Rankin U/A/D December 4, 2015* Attorney-in-Fact for Evelyn R. Kuipers (by
Julia R. Kuipers, as Custodian)* Attorney-in-Fact for James T. Rankin, Jr.
(by James T. Rankin, as Custodian)* Attorney-in-Fact for Thomas Wilson Seelbach
(by Chloe R. Seelbach, as Custodian)* Attorney-in-Fact for The Trust created
under the Agreement, dated January 11, 1965, as supplemented, amended and restated, between PNC Bank, as Co-Trustee and Alfred M. Rankin, Jr., as Co-Trustee for the
benefit of the grandchildren* Attorney-in-Fact for Rankin Associates V,
L.P.* Attorney-in-Fact for Rankin Associates VI,
L.P.* Attorney-in-Fact for Elisabeth Marshall
Rankin Trust u/a/d December 30, 2015 as amended** Attorney-in-Fact for BTR 2020 GST Trust for
Helen R. Butler*** Attorney-in-Fact for BTR 2020 GST Trust for
Clara R. Williams*** Attorney-in-Fact for BTR 2020 GST Trust for
Matthew M. Rankin*** Attorney-in-Fact for BTR 2020 GST Trust for
James T. Rankin*** Attorney-in-Fact for BTR 2020 GST Trust for
Thomas P.K. Rankin*** Attorney-in-Fact for BTR 2020 GST Trust for
Chloe R. Seelbach*** Attorney-in-Fact for BTR 2020 GST Trust for
Claiborne R. Rankin, Jr.*** Attorney-in-Fact for BTR 2020 GST Trust for
Julia R. Kuipers*** Attorney-in-Fact for BTR 2020 GST Trust for
Anne F. Rankin*** Attorney-in-Fact for BTR 2020 GST Trust for
Elisabeth M. Rankin*** Attorney-in-Fact for CRW 2020 GST Trust for
Margo J.V. Williams Attorney-in-Fact for CRW 2020 GST Trust for
Helen C. Williams*** Attorney-in-Fact for HRB 2020 GST Trust for
Clara R. Butler*** Attorney-in-Fact for HRB 2020 GST Trust for
Griffin B. Butler*** Attorney-in-Fact for JCB 2020 GST Trust for
Clara R. Butler*** Attorney-in-Fact for JCB 2020 GST Trust for
Griffin B. Butler*** - 11 -
CUSIP No. 629579202 Attorney-in-Fact for Corbin K. Rankin Main
Trust u/a/d November 30, 2015, as amended**** Attorney-in-Fact for Elizabeth B. Rankin
Main Trust u/a/d November 10, 2015, as amended**** Attorney-in-Fact for Lynne T. Rankin Main
Trust u/a/d December 4, 2015, as amended**** Attorney-in-Fact for Scott W. Seelbach Main
Trust u/a/d December 22, 2015**** Attorney-in-Fact for Paige J. Rankin (by
Claiborne R. Rankin, Jr., as custodian)***** Attorney-in-Fact for Trust FBO Paige J.
Rankin U/T/A Vested Trusts for Children of Claiborne R. Rankin, Jr., dated 8/26/2016***** The power of attorney authorizing the above named individual to act on behalf of each of the foregoing
Reporting Persons is included in Exhibit 43 at pages 15 through 54. The power of attorney authorizing the above named individual to act on behalf of each of the foregoing
Reporting Persons is included in Exhibit 58 at page 5. The power of attorney authorizing the above named individual to act on behalf of each of the foregoing
Reporting Persons is included in Exhibit 60 at page 4. The power of attorney authorizing the above named individual to act on behalf of each of the foregoing
Reporting Persons is included in Exhibit 62 at page 4. The power of attorney authorizing the above named individual to act on behalf of each of the foregoing
Reporting Persons is included in Exhibit 67 at page 4. - 12 -
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Exhibit 67
FOURTH AMENDMENT TO AMENDED AND
RESTATED STOCKHOLDERS AGREEMENT
This FOURTH AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of February 10, 2023 (this Amendment), by and among the Depository, NACCO Industries, Inc., a Delaware corporation (the Corporation), the new Participating Stockholders identified on the signature pages hereto (the New Participating Stockholders and each a New Participating Stockholder) and the Participating Stockholders under the Amended and Restated Stockholders Agreement, dated as of September 29, 2017 (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 Stockholders 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 Stockholders 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 such 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 Stockholders 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 each 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;
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(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.
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7. Power of Attorney. The undersigned New Participating Stockholders hereby constitute and appoint Alfred M. Rankin, Jr., Andrew C. Thomas, John D. Neumann, Matthew J. Dilluvio and Kimberly J. Pustulka 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-l(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.
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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.
Paige J. Rankin | ||
By: Claiborne R. Rankin, Jr., as Custodian | ||
(a new Participating Stockholder) | ||
Name: |
/s/ Claiborne R. Rankin, Jr. | |
Claiborne R. Rankin, Jr., Custodian | ||
Address: |
5875 Landerbrook Drive | |
Mayfield Heights, Ohio 44124 |
Number of Shares of
Class B Common Stock
5
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.
Trust FBO Paige J. Rankin U/T/A Vested Trusts for Children of Claiborne R. Rankin, Jr., dated 8/26/2016 | ||
(a new Participating Stockholder) | ||
Name: |
/s/ Claiborne R. Rankin, Jr. | |
Claiborne R. Rankin, Jr., Trustee | ||
Address: |
5875 Landerbrook Drive | |
Mayfield Heights, Ohio 44124 |
Number of Shares of
Class B Common Stock
6
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.
NACCO INDUSTRIES, INC. | ||
By: |
/s/ John D. Neumann | |
Name: |
John D. Neumann | |
Title: |
Vice President, General Counsel and Secretary | |
Date: |
2/10/2023 |
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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.
NACCO INDUSTRIES, INC., as Depository | ||
By: | /s/ John D. Neumann | |
Name: |
John D. Neumann | |
Title: |
Vice President, General Counsel and Secretary | |
Date: |
2/10/2023 |
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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.
THE PARTICIPATING STOCKHOLDERS listed in Annex A attached hereto and incorporated herein by this reference | ||
By: | /s/ John D. Neumann | |
John D. Neumann, Attorney-in-fact |
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Annex 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. | Theodore D. Taplin |
22. | Britton T. Taplin |
23. | Frank F. Taplin |
24. | Rankin Management, Inc. |
25. | Rankin Associates I, L.P. (f/k/a CTR Family Associates, L.P.) |
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26. | 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 |
27. | 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 |
28. | 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. |
29. | The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Victoire G. Rankin, for the benefit of Victoire G. Rankin |
30. | 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 |
31. | 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 |
32. | 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 |
33. | 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 |
34. | The Trust created under the Agreement, dated October 15, 1975, between PNC Bank and Britton T. Taplin, as successor trustee, for the benefit of Theodore D. Taplin |
35. | 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 |
36. | The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Clara T. (Rankin) Williams, as trustee, and Clara T. (Rankin) Williams for the benefit of Clara T. (Rankin) Williams |
37. | The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Helen P. (Rankin) Butler, as trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin) Butler |
38. | Corbin Rankin |
39. | Alison A. Rankin |
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40. | National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin |
41. | Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor |
42. | Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor |
43. | Rankin Associates II, L.P. |
44. | John C. Butler, Jr. |
45. | Clara Rankin Butler |
46. | 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 |
47. | David B. H. Williams |
48. | Griffin B. Butler |
49. | The Claiborne R. Rankin, Jr. Revocable Trust dated August 25, 2000 |
50. | Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin |
51. | Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin |
52. | Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September 11, 2000 |
53. | The Trust created under the Agreement, dated December 20, 1993 for the benefit of Matthew M. Rankin |
54. | Scott Seelbach |
55. | Margo Jamison Victoire Williams (by Clara Rankin Williams as Custodian) |
56. | 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 |
57. | 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. |
58. | Clara Rankin Butler 2002 Trust, dated November 5, 2002 |
59. | Griffin Bedwell Butler 2002 Trust, dated November 5, 2002 |
60. | Elizabeth B. Rankin |
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61. | 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 |
62. | 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 |
63. | Helen Charles Williams (by David B.H. Williams as Custodian) |
64. | Julia L. Rankin Kuipers |
65. | Trust created by the Agreement, dated December 21, 2004 for the benefit of Julia L. Rankin |
66. | Thomas Parker Rankin |
67. | Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian) |
68. | 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 |
69. | Rankin Associates IV, L.P. |
70. | Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between PNC Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin |
71. | 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 |
72. | 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 |
73. | 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 |
74. | Lynne Turman Rankin |
75. | Jacob A. Kuipers |
76. | 2012 Chloe O. Rankin Trust |
77. | 2012 Corbin K. Rankin Trust |
78. | 2012 Alison A. Rankin Trust |
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79. | 2012 Helen R. Butler Trust |
80. | 2012 Clara R. Williams Trust |
81. | The David B.H. Williams Trust, David B.H. Trustee u/a/d October 14, 2009 |
82. | Mary Marshall Rankin (by Matthew M. Rankin, as Custodian) |
83. | William Alexander Rankin (by Matthew M. Rankin, as Custodian) |
84. | Margaret Pollard Rankin (by James T. Rankin, as Custodian) |
85. | 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 |
86. | 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 |
87. | Isabelle Seelbach (by Chloe R. Seelbach, as Custodian) |
88. | Elisabeth M. Rankin |
89. | A. Farnham Rankin |
90. | Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011 |
91. | The Beatrice B. Taplin Trust/Custody dtd December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin |
92. | Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee |
93. | Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee |
94. | Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 and as amended, Beatrice Taplin, Trustee |
95. | Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee |
96. | Alfred M. Rankin Jr.-Roth IRA- Brokerage Account #***** |
97. | John C. Butler, Jr.-Roth IRA- Brokerage Account #***** |
98. | DiAhn Taplin |
99. | BTR 2012 GST for Helen R. Butler |
100. | BTR 2012 GST for Clara R. Williams |
101. | BTR 2012 GST for James T. Rankin |
102. | BTR 2012 GST for Matthew M. Rankin |
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103. | BTR 2012 GST for Thomas P. Rankin |
104. | BTR 2012 GST for Chloe R. Seelbach |
105. | BTR 2012 GST for Claiborne R. Rankin, Jr. |
106. | BTR 2012 GST for Julia R. Kuipers |
107. | BTR 2012 GST for Anne F. Rankin |
108. | BTR 2012 GST for Elisabeth M. Rankin |
109. | The Anne F. Rankin Trust dated August 15, 2012 |
110. | 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 |
111. | 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 |
112. | Claiborne R. Rankin Trust for children of Julia R. Kuipers dated December 27, 2013 under Custody Agreement dated December 27, 2013 fbo Evelyn R. Kuipers |
113. | AMR Associates, LP |
114. | Claiborne R. Rankin Trust for Children of Claiborne R. Rankin, Jr. dtd 08/26/2016 FBO Claiborne Read Rankin III |
115. | Claiborne R. Rankin Trust for Children of Julia R. Kuipers dtd 12/27/2013 FBO Matilda Alan Kuipers |
116. | Claiborne Read Rankin III (by Claiborne R. Rankin, Jr., as Custodian) |
117. | Matilda Alan Kuipers (by Julia R. Kuipers, as Custodian) |
118. | Vested Trust for James T. Rankin, Jr. U/A/D December 4, 2015 |
119. | Vested Trust for Margaret Pollard Rankin U/A/D December 4, 2015 |
120. | Evelyn R. Kuipers (by Julia R. Kuipers, as Custodian) |
121. | James T. Rankin, Jr. (by James T. Rankin, as Custodian) |
122. | Thomas Wilson Seelbach (by Chloe R. Seelbach, as Custodian) |
123. | The Trust created under the Agreement, dated January 11, 1965, as supplemented, amended, and restated, between PNC Bank, as Co-Trustee, and Alfred M. Rankin, Jr., as Co-Trustee, for the benefit of the grandchildren |
124. | Rankin Associates V, L.P. |
125. | Rankin Associates VI, L.P. |
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126. | Elisabeth Marshall Rankin Trust u/a/d December 30, 2015, as amended |
127. | BTR 2020 GST Trust for Clara R. Williams |
128. | BTR 2020 GST Trust for Helen R. Butler |
129. | BTR 2020 GST Trust for Matthew M. Rankin |
130. | BTR 2020 GST Trust for James T. Rankin |
131. | BTR 2020 GST Trust for Thomas P.K. Rankin |
132. | BTR 2020 GST Trust for Chloe R. Seelbach |
133. | BTR 2020 GST Trust for Claiborne R. Rankin, Jr. |
134. | BTR 2020 GST Trust for Julia R. Kuipers |
135. | BTR 2020 GST Trust for Anne F. Rankin |
136. | BTR 2020 GST Trust for Elisabeth M Rankin |
137. | CRW 2020 GST Trust for Margo J.V. Williams |
138. | CRW 2020 GST Trust for Helen C. Williams |
139. | HRB 2020 GST Trust for Clara R. Butler |
140. | HRB 2020 GST Trust for Griffin B. Butler |
141. | JCB 2020 GST Trust for Clara R. Butler |
142. | JCB 2020 GST Trust for Griffin B. Butler |
143. | Corbin K. Rankin Main Trust u/a/d November 30, 2015, as amended |
144. | Elizabeth B. Rankin Main Trust u/a/d November 10, 2015, as amended |
145. | Lynne T. Rankin Main Trust u/a/d December 4, 2015, as amended |
146. | Scott W. Seelbach Main Trust u/a/d December 22, 2015 |
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EXHIBIT 68
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of each of the undersigned.
Date: February 10, 2023
By: | /s/ Alfred M. Rankin, Jr. | |
Alfred M. Rankin, Jr., on behalf of himself, and as: |
Attorney-in-Fact for Clara L. T. Rankin* Attorney-in-Fact for Alfred M. Rankin, Jr.* Attorney-in-Fact for Helen Rankin Butler (f/k/a Helen P. Rankin)* Attorney-in-Fact for Clara T. Rankin Williams (f/k/a Clara T. Rankin)* Attorney-in-Fact for Thomas T. Rankin* Attorney-in-Fact for Matthew M. Rankin* Attorney-in-Fact for James T. Rankin* Attorney-in-Fact for Claiborne R. Rankin* Attorney-in-Fact for Chloe O. Rankin* Attorney-in-Fact for Chloe R. Seelbach (f/k/a Chloe E. Rankin)* Attorney-in-Fact for Claiborne R. Rankin, Jr.* Attorney-in-Fact for Roger F. Rankin* Attorney-in-Fact for Bruce T. Rankin* Attorney-in-Fact for Martha S. Kelly* Attorney-in-Fact for Susan Sichel* Attorney-in-Fact for Jennifer T. Jerome* Attorney-in-Fact for Caroline T. Ruschell* Attorney-in-Fact for David F. Taplin* Attorney-in-Fact for Beatrice B. Taplin* Attorney-in-Fact for Theodore D. Taplin* Attorney-in-Fact for Britton T. Taplin* Attorney-in-Fact for Frank F. Taplin* Attorney-in-Fact for Rankin Management, Inc.* Attorney-in-Fact for Rankin Associates I, L.P. (f/k/a CTR Family Associates, L.P.)* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for 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.* Attorney-in-Fact for The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Victoire G. Rankin, for the benefit of Victoire G. Rankin* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for The Trust created under the Agreement, dated October 15, 1975, between PNC Bank and Britton T. Taplin, as successor trustee, for the benefit of Theodore D. Taplin* Attorney-in-Fact for 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* Attorney-in-Fact for 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* |
Attorney-in-Fact for 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* Attorney in Fact for Corbin Rankin* Attorney in Fact for Alison A. Rankin* Attorney-in-Fact for National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin* Attorney-in-Fact for Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor* Attorney-in-Fact for Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor* Attorney-in-Fact for Rankin Associates II, L.P.* Attorney-in-Fact for John C. Butler, Jr.* Attorney in Fact for Clara Rankin Butler* Attorney-in-Fact for 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* Attorney-in-Fact for David B. Williams* Attorney-in-Fact for Griffin B. Butler* Attorney-in-Fact for Claiborne R. Rankin as Trustee of the Claiborne R. Rankin, Jr. Revocable Trust dated August 25, 2000* Attorney-in-Fact for Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin* Attorney-in-Fact for Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin* Attorney-in-Fact for Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September 11, 2000* Attorney-in-Fact for 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* Attorney-in-Fact for Scott Seelbach* Attorney-in-Fact for Margo Jamison Victoire Williams (by Clara Rankin Williams as Custodian)* Attorney-in-Fact for 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* Attorney-in-Fact for 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.* Attorney-in-Fact for Clara Rankin Butler 2002 Trust, dated November 5, 2002* Attorney-in-Fact for Griffin Bedwell Butler 2002 Trust, dated November 5, 2002* Attorney-in-Fact for Elizabeth B. Rankin* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for Helen Charles Williams (by David B.H. Williams as Custodian)* Attorney-in-Fact for Julia L. Rankin Kuipers* Attorney-in-Fact for 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 * Attorney-in-Fact for Thomas Parker Rankin* Attorney-in-Fact for Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian)* |
Attorney-in-Fact for 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* Attorney-in-Fact for Rankin Associates IV, L.P.* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for Lynne Turman Rankin* Attorney-in-Fact for Jacob A. Kuipers* Attorney-in-Fact for 2012 Chloe O. Rankin* Attorney-in-Fact for 2012 Corbin K. Rankin Trust* Attorney-in-Fact for 2012 Alison A. Rankin Trust* Attorney-in-Fact for 2012 Helen R. Butler Trust* Attorney-in-Fact for 2012 Clara R. Williams Trust* Attorney-in-Fact for The David B.H. Williams Trust, David B.H. Trustee u/a/d October 14, 2009* Attorney-in-Fact for Mary Marshall Rankin (by Matthew M. Rankin, as Custodian)* Attorney-in-Fact for William Alexander Rankin (by Matthew M. Rankin, as Custodian)* Attorney-in-Fact for Margaret Pollard Rankin (by James T. Rankin, as Custodian)* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for Isabelle Seelbach (by Chloe R. Seelbach, as Custodian)* Attorney-in-Fact for Elisabeth M. Rankin (by Alison A. Rankin, as Custodian)* Attorney-in-Fact for A. Farnham Rankin * Attorney-in-Fact for Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011* Attorney-in-Fact for The Beatrice B. Taplin Trust/Custody dtd December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin* Attorney-in-Fact for Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee* Attorney-in-Fact for Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee* Attorney-in-Fact for Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 and as amended, Beatrice Taplin, Trustee* Attorney-in-Fact for Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee* Attorney-in-Fact for Alfred M. Rankin Jr.-Roth IRA-Brokerage Account ******* Attorney-in-Fact for John C. Butler, Jr.-Roth IRA-Brokerage Account ******* Attorney-in-Fact for DiAhn Taplin* Attorney-in-Fact for BTR 2012 GST for Helen R. Butler* Attorney-in-Fact for BTR 2012 GST for Clara R. Williams* Attorney-in-Fact for BTR 2012 GST for James T. Rankin* Attorney-in-Fact for BTR 2012 GST for Matthew M. Rankin* Attorney-in-Fact for BTR 2012 GST for Thomas P. Rankin* |
Attorney-in-Fact for BTR 2012 GST for Chloe R. Seelbach* Attorney-in-Fact for BTR 2012 GST for Claiborne R. Rankin, Jr.* Attorney-in-Fact for BTR 2012 GST for Julia R. Kuipers* Attorney-in-Fact for BTR 2012 GST for Anne F. Rankin* Attorney-in-Fact for BTR 2012 GST for Elisabeth M. Rankin* Attorney-in-Fact for The Anne F. Rankin Trust dated August 15, 2012* Attorney-in-Fact for 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* Attorney-in-Fact for 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* Attorney-in-Fact for Claiborne R. Rankin Trust for children of Julia R. Kuipers dated December 27, 2013 under Custody Agreement dated December 27, 2013 fbo Evelyn R. Kuipers* Attorney-in-Fact for AMR Associates, LP* Attorney-in-Fact for Claiborne R. Rankin Trust for Children of Claiborne R. Rankin, Jr. dtd 08/26/2016 FBO Claiborne Read Rankin III* Attorney-in-Fact for Claiborne R. Rankin Trust for Children of Julia R. Kuipers dtd 12/27/2013 FBO Matilda Alan Kuipers** Attorney-in-Fact for Claiborne Read Rankin III (by Claiborne R. Rankin, Jr. as Custodian)* Attorney-in-Fact for Matilda Alan Kuipers (by Julia R. Kuipers, as Custodian)* Attorney-in-Fact for Vested Trust for James T. Rankin, Jr. U/A/D December 4, 2015* Attorney-in-Fact for Vested Trust for Margaret Pollard Rankin U/A/D December 4, 2015* Attorney-in-Fact for Evelyn R. Kuipers (by Julia R. Kuipers, as Custodian)* Attorney-in-Fact for James T. Rankin, Jr. (by James T. Rankin, as Custodian)* Attorney-in-Fact for Thomas Wilson Seelbach (by Chloe R. Seelbach, as Custodian)* Attorney-in-Fact for The Trust created under the Agreement, dated January 11, 1965, as supplemented, amended and restated, between PNC Bank, as Co-Trustee, and Alfred M. Rankin, Jr., as Co-Trustee, for the benefit of the grandchildren* Attorney-in-Fact for Rankin Associates V, L.P.* Attorney-in-Fact for Rankin Associates VI, L.P.* Attorney-in-Fact for Elisabeth Marshall Rankin Trust u/a/d December 30, 2015 as amended** Attorney-in-Fact for BTR 2020 GST Trust for Helen R. Butler*** Attorney-in-Fact for BTR 2020 GST Trust for Clara R. Williams*** Attorney-in-Fact for BTR 2020 GST Trust for Matthew M. Rankin*** Attorney-in-Fact for BTR 2020 GST Trust for James T. Rankin*** Attorney-in-Fact for BTR 2020 GST Trust for Thomas P.K. Rankin*** Attorney-in-Fact for BTR 2020 GST Trust for Chloe R. Seelbach*** Attorney-in-Fact for BTR 2020 GST Trust for Claiborne R. Rankin, Jr.*** Attorney-in-Fact for BTR 2020 GST Trust for Julia R. Kuipers*** Attorney-in-Fact for BTR 2020 GST Trust for Anne F. Rankin*** Attorney-in-Fact for BTR 2020 GST Trust for Elisabeth M. Rankin*** Attorney-in-Fact for CRW 2020 GST Trust for Margo J.V. Williams Attorney-in-Fact for CRW 2020 GST Trust for Helen C. Williams*** Attorney-in-Fact for HRB 2020 GST Trust for Clara R. Butler*** Attorney-in-Fact for HRB 2020 GST Trust for Griffin B. Butler*** Attorney-in-Fact for JCB 2020 GST Trust for Clara R. Butler*** Attorney-in-Fact for JCB 2020 GST Trust for Griffin B. Butler*** Attorney-in-Fact for Corbin K. Rankin Main Trust U/A/D November 30, 2015, as amended**** Attorney-in-Fact for Elizabeth B. Rankin Main Trust u/a/d November 10, 2015, as amended **** Attorney-in-Fact for Lynne T. Rankin Main Trust u/a/d December 4, 2015, as amended**** Attorney-in-Fact for Scott W. Seelbach Main Trust u/a/d December 22, 2015**** Attorney-in-Fact for Paige J. Rankin (by Claiborne R. Rankin, Jr., as custodian)***** Attorney-in-Fact for Trust FBO Paige J. Rankin U/T/A Vested Trusts for Children of Claiborne R. Rankin, Jr., dated 8/26/2016***** |
* | The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 43 at pages 15 through 54. |
** | The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 58 at page 5. |
*** | The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 60 at page 4. |
**** | The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 62 at page 4. |
***** | The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 67 at page 4. |