Hamilton Beach Brands Holding Co. Announces 2024 Annual Meeting Details

TL;DR

<b>Hamilton Beach Brands Holding Co. will hold its 2024 Annual Meeting on May 9, 2024, to elect directors, vote on executive compensation, and approve amendments to corporate governance and equity plans.</b>

AI Summary

Hamilton Beach Brands Holding Co (HBB) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. Annual Meeting scheduled for May 9, 2024, at 11:00 a.m. in Cleveland, Ohio. Key proposals include election of eleven directors, advisory vote on executive compensation, and amendment to Certificate of Incorporation. Stockholders will vote on ratifying Ernst & Young LLP as independent auditor for 2024. Proposals also include amending equity compensation plans for non-employee directors and executive long-term incentives. Record date for stockholder eligibility is March 15, 2024; proxy materials mailed starting April 4, 2024.

Why It Matters

For investors and stakeholders tracking Hamilton Beach Brands Holding Co, this filing contains several important signals. The meeting agenda includes critical votes on corporate governance, including director elections and amendments to the Certificate of Incorporation to limit officer liability. Shareholders have the opportunity to influence executive compensation and equity incentive structures through advisory votes and plan approvals.

Risk Assessment

Risk Level: low — Hamilton Beach Brands Holding Co shows low risk based on this filing. The filing is a routine proxy statement detailing an upcoming annual meeting and does not contain new financial or operational information that would indicate significant risk.

Analyst Insight

Review the proposed amendments to the Certificate of Incorporation and equity compensation plans to understand their potential impact on corporate governance and shareholder value.

Key Numbers

• 11 — Directors to be elected (Proposal 1: To elect eleven directors)
• 2024 — Fiscal year for auditor ratification (Proposal 4: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024)

Key Players & Entities

• Hamilton Beach Brands Holding Co. (company) — Registrant name
• May 9, 2024 (date) — Date of Annual Meeting
• Cleveland, Ohio (location) — Location of Annual Meeting
• March 15, 2024 (date) — Record date for stockholders
• April 4, 2024 (date) — Mailing date for proxy materials
• Ernst & Young LLP (company) — Independent registered public accounting firm
• Lawrence K. Workman, Jr. (person) — Signatory

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.
• Annual Meeting Logistics [low — operational]: Ensuring the smooth execution of the annual meeting, whether in-person or virtual, is crucial for shareholder engagement.

Industry Context

Hamilton Beach Brands Holding Company operates in the electric housewares and fans industry, a sector characterized by consumer demand for home appliances and seasonal products.

Regulatory Implications

The company is subject to the proxy solicitation rules and disclosure requirements of the Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934.

What Investors Should Do

1. Review the proposed amendments to the Certificate of Incorporation and equity compensation plans.
2. Analyze the advisory vote on Named Executive Officer compensation.
3. Confirm the ratification of Ernst & Young LLP as the independent auditor.

Key Dates

• 2024-05-09: Annual Meeting of Stockholders — Key date for voting on proposals and electing directors.
• 2024-03-15: Record Date — Determines which stockholders are eligible to vote at the Annual Meeting.
• 2024-04-04: Proxy Statement Mailing Start Date — Commencement of distribution of proxy materials to stockholders.

Year-Over-Year Comparison

This filing is a proxy statement for the 2024 Annual Meeting and does not contain comparative financial data from a previous filing.

Key Financial Figures

• $0.01 — ares of Class A Common Stock, par value $0.01 per share (Class A Common), entitled to

Filing Documents

• d714995ddef14a.htm (DEF 14A) — 796KB
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• 0001193125-24-086508.txt (&nbsp;) — 1131KB

- CORPORATE GOVERNANCE INFORMATION

PART I - CORPORATE GOVERNANCE INFORMATION 4 About the Company 4 Board Composition 4 Board Leadership Structure 4 Directors Independence 5 Board Oversight of Risk Management 5 Directors Meetings and Attendance 5 Board Committees 6 Description of Committees 6 Corporate Responsibility 8 Code of Conduct 13 Hedging and Speculative Trading Policies 13 Review and Approval of Related-Person Transactions 13 Communications with Directors 14 Report of the Audit Review Committee 14

- PROPOSALS TO BE VOTED ON AT THE 2024 ANNUAL MEETING

PART II - PROPOSALS TO BE VOTED ON AT THE 2024 ANNUAL MEETING 15 PROPOSAL 1 - ELECTION OF DIRECTORS 15 PROPOSAL 2 - ADVISORY VOTE TO APPROVE THE COMPANYS NAMED EXECUTIVE OFFICER COMPENSATION 21 PROPOSAL 3 - APPROVAL OF AN AMENDMENT TO THE COMPANYS AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EXPAND THE EXCULPATION PROVISION TO LIMIT LIABILITY OF CERTAIN OFFICERS 22 PROPOSAL 4 - RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 23 PROPOSAL 5 - APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE HAMILTON BEACH BRANDS HOLDING COMPANY NON-EMPLOYEE DIRECTORS EQUITY COMPENSATION PLAN 24 PROPOSAL 6 - APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE HAMILTON BEACH BRANDS HOLDING COMPANY EXECUTIVE LONG-TERM EQUITY INCENTIVE PLAN 29

- EXECUTIVE COMPENSATION INFORMATION

PART III - EXECUTIVE COMPENSATION INFORMATION 36 Summary of our Named Executive Officer Compensation Program 36 Compensation Discussion 37 Compensation Committee Report 51 Compensation Tables 51 Summary Compensation Table 51 Grants Of Plan-Based Awards 52 Equity Compensation 53 Defined Benefit Pension Plans 54 Nonqualified Deferred Compensation Benefits 55 Potential Payments Upon Termination/Change In Control 55 CEO Pay Ratio 56 Pay Versus Performance 58

- OTHER IMPORTANT INFORMATION

PART IV - OTHER IMPORTANT INFORMATION 61 Equity Compensation Plan Information 61 Beneficial Ownership Of Class A Common And Class B Common Stock 61 Delinquent Section 16(a) Reports 66 Procedures For Submission And Consideration Of Director Candidates 66 Submission Of Stockholder Proposals 67 Solicitation Of Proxies 68 Other Matters 68 APPENDIX A A-1 APPENDIX B B-1 APPENDIX C C-1 -i- Table of Contents HAMILTON BEACH BRANDS HOLDING COMPANY 4421 WATERFRONT DR. GLEN ALLEN, VA 23060 PROXY STATEMENT April 4, 2024 This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the Board) of Hamilton Beach Brands Holding Company, a Delaware corporation (the Company, we, our or us), of proxies to be used at the annual meeting of our stockholders to be held on May 9, 2024 (the Annual Meeting). This Proxy Statement and the related form of proxy are being mailed to stockholders commencing on or about April 4, 2024. If the enclosed form of proxy is executed, dated and returned or if you vote electronically, the shares represented by the proxy will be voted as directed on all matters properly coming before the Annual Meeting for a vote. Proxies that are properly signed without any indication of voting instructions will be voted as follows: Proposal Description Board Vote Recommendation Page Reference for More Detail 1 Election of eleven director nominees named in this Proxy Statement FOR 15 2 Approval, on an advisory basis, of the Companys Named Executive Officer compensation FOR 21 3 Approval of the amendment to the Companys Amended and Restated Certificate of Incorporation to expand the exculpation provision to limit liability of certain officers FOR 22 4 The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024 FOR 23 5 Approval of the amendment and restatement of the Hamilton Bea

- CORPORATE GOVERNANCE INFORMATION

PART I - CORPORATE GOVERNANCE INFORMATION About the Company The Company operates through its wholly owned subsidiary Hamilton Beach Brands, Inc. and its subsidiaries. The Company is a leading designer, marketer and distributor of a wide range of branded small electric household and specialty housewares appliances, as well as commercial products for restaurants, fast food chains, bars and hotels. The Company operates in the consumer, commercial, and specialty small appliance markets. In addition, the Companys Hamilton Beach Health subsidiary is focused on expanding the Companys participation in the home health market. Board Composition Our Board currently consists of eleven directors. Directors are elected at each annual meeting to serve for one-year terms or until their respective successors are duly elected and qualified, subject to their earlier death, resignation or removal. Biographical information and qualifications of our directors are included under Proposal 1 - Election of Directors . Board Leadership Structure Under the Companys current leadership structure, the Companys roles of Chairman and Chief Executive Officer (CEO) are separated, enabling Gregory H. Trepp, our CEO, to focus on managing the Company and our business and Alfred M. Rankin, Jr., our Non-Executive Chairman, to devote his time and attention to matters of strategic oversight, Board oversight and governance. The Board believes that Mr. Rankin possesses in-depth knowledge of the issues, opportunities and challenges facing the Company and our business. Because of this knowledge and insight, the Board believes that Mr. Rankin is in the best position to effectively identify strategic opportunities and priorities and to lead discussions regarding the execution of the Companys strategies and achievement of its objectives. As Non-Executive Chairman, Mr. Rankin is able to: focus our Board on the most significant strategic goals and risks of our business; utilize the individual qualifi

View Full Filing

View this DEF 14A filing on SEC EDGAR