Hyster-Yale Appoints New CFO, Adds Directors, Approves $50M Buyback

TL;DR

Hyster-Yale gets new CFO, adds 2 board members, and OKs $50M stock buyback.

AI Summary

Hyster-Yale Materials Handling, Inc. announced on May 8, 2024, a series of significant corporate actions. These include the election of two new directors, Ms. Susan M. Cameron and Mr. David A. Johnson, to its Board of Directors, effective immediately. Additionally, the company appointed Mr. Steven J. Schwalbach as its new Chief Financial Officer, succeeding Mr. Brian T. Kelly, who will transition to a new role as Senior Vice President, Corporate Development. The company also announced a new stock repurchase program authorizing the repurchase of up to $50 million of its common stock.

Why It Matters

The appointment of a new CFO and directors, along with a significant stock repurchase authorization, signals potential strategic shifts and a commitment to shareholder value by Hyster-Yale.

Risk Assessment

Risk Level: medium — Changes in key executive positions and board composition, coupled with a substantial stock repurchase, can indicate strategic realignments or financial maneuvering that warrant close monitoring.

Key Numbers

• $50 million — Stock Repurchase Program (Authorization for the company to buy back its own shares, indicating confidence or a capital return strategy.)

Key Players & Entities

• Hyster-Yale Materials Handling, Inc. (company) — Filer
• Susan M. Cameron (person) — Newly elected Director
• David A. Johnson (person) — Newly elected Director
• Steven J. Schwalbach (person) — Appointed Chief Financial Officer
• Brian T. Kelly (person) — Outgoing Chief Financial Officer, transitioning to Senior Vice President, Corporate Development
• $50 million (dollar_amount) — Authorized stock repurchase program

FAQ

Key Financial Figures

• $0.01 — which registered Class A Common Stock, $0.01 par value per share HY New York Stock E

Filing Documents

• hy-20240508.htm (8-K) — 67KB
• hy-certificateofamendment.htm (EX-3.1) — 5KB
• hyster-yale_2020longxterme.htm (EX-10.1) — 72KB
• 0001173514-24-000084.txt ( ) — 292KB
• hy-20240508.xsd (EX-101.SCH) — 2KB
• hy-20240508_lab.xml (EX-101.LAB) — 22KB
• hy-20240508_pre.xml (EX-101.PRE) — 13KB
• hy-20240508_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 8, 2024, at the Company's Annual Meeting of Stockholders, the stockholders of the Company approved an amendment to the Company's Second Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to provide for the exculpation of certain of the Company's officers from liability in specific circumstances, as permitted by Delaware law. This description of the amendment to the Certificate of Incorporation is qualified in its entirety by reference to the full text of the amendment, which is incorporated by reference as Exhibit 3.1 to this Current Report on Form 8-K.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting of Stockholders on May 8, 2024. The stockholders elected the following fourteen nominees to the Board of Directors until the next annual meeting and until their successors are elected: DIRECTOR VOTES FOR VOTES WITHHELD BROKER NON-VOTES Colleen R. Batcheler 42,552,236 2,116,154 1,400,693 James B. Bemowski 44,573,632 94,758 1,400,693 J.C. Butler, Jr. 41,937,842 2,730,548 1,400,693 Gary L. Collar 44,601,362 67,028 1,400,693 Carolyn Corvi 42,552,454 2,115,936 1,400,693 Edward T. Eliopoulos 44,420,637 247,753 1,400,693 John P. Jumper 42,526,321 2,142,069 1,400,693 Dennis W. LaBarre 40,392,116 4,276,274 1,400,693 Rajiv K. Prasad 44,520,005 148,385 1,400,693 H. Vincent Poor 42,558,218 2,110,172 1,400,693 Alfred M. Rankin, Jr. 42,285,983 2,382,407 1,400,693 Claiborne R. Rankin 42,214,856 2,453,534 1,400,693 Britton T. Taplin 42,228,723 2,439,667 1,400,693 David B.H. Williams 42,223,500 2,444,890 1,400,693 The stockholders approved, on an advisory basis, the Company's named executive officer compensation: For 44,260,149 Against 323,189 Abstain 85,052 Broker non-votes 1,400,693 The stockholders approved the amendment and restatement of the Hyster-Yale Materials Handling, Inc. 2020 Long-Term Equity Incentive Plan (Amended and Restated Effective May 8, 2024): For 44,495,970 Against 107,463 Abstain 64,957 Broker non-votes 1,400,693 The stockholders approved an Amendment to the Company's Second Amended and Restated Certificate of Incorporation: For 41,082,319 Against 3,573,892 Abstain 12,179 Broker non-votes 1,400,693 The stockholders confirmed the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the current fiscal year: For 45,877,873 Against 174,894 Abstain 16,316

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits 3.1 Amendment to the Second Amended and Restated Certification of Incorporation of Hyster-Yale Materials Handling, Inc. 10.1 Hyster-Yale Materials Handling, Inc. 2020 Long-Term Equity Incentive Plan (Amended and Restated Effective May 8, 2024) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 13, 2024 HYSTER-YALE MATERIALS HANDLING, INC. By: /s/ Suzanne Schulze Taylor Name: Suzanne Schulze Taylor Title: Senior Vice President, General Counsel and Secretary

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View this 8-K filing on SEC EDGAR