Hyster-Yale Materials Handling, Inc. files Definitive Proxy Statement

TL;DR

<b>Hyster-Yale Materials Handling, Inc. has filed its Definitive Proxy Statement for the upcoming shareholder meeting.</b>

AI Summary

HYSTER-YALE MATERIALS HANDLING, INC. (HY) filed a Proxy Statement (DEF 14A) with the SEC on March 28, 2024. Filing is a Definitive Proxy Statement (DEF 14A) filed by Hyster-Yale Materials Handling, Inc. The filing covers the period ending May 8, 2024. Hyster-Yale Materials Handling, Inc. is incorporated in Delaware. The company's fiscal year ends on December 31. The filing includes information related to executive compensation, specifically stock awards and equity awards for PEO and Non-PEO/NEO members.

Why It Matters

For investors and stakeholders tracking HYSTER-YALE MATERIALS HANDLING, INC., this filing contains several important signals. This filing provides shareholders with crucial information regarding the company's governance, executive compensation, and matters to be voted on at the annual meeting. Shareholders can use this document to make informed decisions about voting on proposals, including the election of directors and executive compensation plans.

Risk Assessment

Risk Level: low — HYSTER-YALE MATERIALS HANDLING, INC. shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance and disclosure practices with no immediate red flags.

Analyst Insight

Review the executive compensation details and director nominations to understand potential impacts on shareholder value and corporate strategy.

Key Numbers

• 2024-03-28 — Filing Date (DEF 14A)
• 2024-05-08 — Period of Report (DEF 14A)
• 1231 — Fiscal Year End (Company Data)
• 311637659 — IRS Number (Company Data)

Key Players & Entities

• HYSTER-YALE MATERIALS HANDLING, INC. (company) — Filer
• DEF 14A (filing) — Form Type
• 20240328 (date) — Filing Date
• 20240508 (date) — Period of Report
• 0001173514 (company) — Central Index Key
• 3537 (industry) — Standard Industrial Classification
• DE (location) — State of Incorporation
• CLEVELAND (location) — Business Address City

FAQ

Industry Context

Hyster-Yale Materials Handling, Inc. operates in the industrial trucks, tractors, trailers, and stackers industry.

Regulatory Implications

The filing is made under Rule 14a-101 of the Securities Exchange Act of 1934, requiring specific information for proxy statements.

What Investors Should Do

1. Analyze the proposals to be voted on at the shareholder meeting.
2. Examine the details of executive compensation packages, including stock and equity awards.
3. Review the list of director nominees and their qualifications.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure document. No prior filing details are provided for comparison within this extract.

Key Financial Figures

• $0.01 — ares of Class A Common Stock, par value $0.01 per share (the "Class A Common"), entit

Filing Documents

• hy-20240326.htm (DEF 14A) — 1236KB
• hy-20240326_g1.jpg (GRAPHIC) — 246KB
• hy-20240326_g2.jpg (GRAPHIC) — 101KB
• hy-20240326_g3.jpg (GRAPHIC) — 84KB
• hy-20240326_g4.jpg (GRAPHIC) — 95KB
• hy-20240326_g5.jpg (GRAPHIC) — 516KB
• hy-20240326_g6.jpg (GRAPHIC) — 628KB
• 0001173514-24-000045.txt (&nbsp;) — 5834KB
• hy-20240326.xsd (EX-101.SCH) — 2KB
• hy-20240326_def.xml (EX-101.DEF) — 3KB
• hy-20240326_lab.xml (EX-101.LAB) — 3KB
• hy-20240326_pre.xml (EX-101.PRE) — 2KB
• hy-20240326_htm.xml (XML) — 94KB

From the Filing

hy-20240326 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Under 240.14a-12 HYSTER-YALE MATERIALS HANDLING, INC. (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check all boxes that apply): No fee required. o Fee paid previously with preliminary materials. o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. TABLE OF CONTENTS NOTICE OF ANNUAL MEETING PROXY STATEMENT 1 PART ONE - CORPORATE GOVERNANCE INFORMATION 2 Composition of the Board 2 Directors' Meetings and Committees 2 Board Leadership Structure 5 Board Oversight of Risk Management 5 Governance 6 Corporate Responsibility 6 Code of Corporate Conduct 9 Hedging and Speculative Trading Policies and Limited Trading Windows 9 Review and Approval of Related-Party Transactions 9 Communication with Directors 10 Report of the Audit Review Committee 10 PART TWO - PROPOSALS TO BE VOTED ON AT THE 2023 ANNUAL MEETING 11 Election of Directors (Proposal 1) 11 Director Nominee Information 11 Director Compensation 14 Delinquent Section 16(a) Reports 15 Advisory Vote to Approve the Company's Named Executive Officer Compensation (Proposal 2) 15 Approval of the Amendment and Restatement of the Hyster-Yale Materials Handling, Inc. 2020 Long-Term Equity Incentive Plan (Proposal 3) 16 Approval of an Amendment to the Company's Second Amended and Restated Certificate of Incorporation to Expand the Exculpation Provision to Limit Liability of Certain Officers (Proposal 4) 21 Confirmation of Appointment of Ernst & Young LLP, as the Independent Registered Public Accounting Firm of the Company, for the Current Fiscal Year (Proposal 5) 22 PART THREE - EXECUTIVE COMPENSATION INFORMATION 23 Summary of Our Named Executive Officer Compensation Program 23 Compensation Discussion and Analysis 24 Compensation Committee Report 36 Summary Compensation Table 37 Grants of Plan-Based Awards 38 Equity Compensation 39 Defined Benefit Pension Plans 40 Nonqualified Deferred Compensation Benefits 40 Potential Payments upon Termination/Change in Control 41 CEO Pay Ratio 42 Pay Versus Performance 42 BENEFICIAL OWNERSHIP OF CLASS A COMMON AND CLASS B COMMON 45 Class A Common Stock 46 Class B Common Stock 49 PROCEDURES FOR SUBMISSION AND CONSIDERATION OF DIRECTOR CANDIDATES 52 SUBMISSION OF STOCKHOLDER PROPOSALS 53 SOLICITATION OF PROXIES 53 EQUITY COMPENSATION PLAN INFORMATION 54 OTHER MATTERS 54 APPENDIX A 55 APPENDIX B 61 FORM OF PROXY CARD 62 Table of Contents 5875 LANDERBROOK DRIVE, SUITE 300 CLEVELAND, OHIO 44124-4069 NOTICE OF ANNUAL MEETING The Annual Meeting of stockholders of Hyster-Yale Materials Handling, Inc. (the "Company") will be held on Wednesday, May 8, 2024 at 9:00 a.m., at 5875 Landerbrook Drive, Cleveland, Ohio 44124-4069, for the following purposes: 1. To elect fourteen directors for the ensuing year; 2. To approve on an advisory basis the Company's Named Executive Officer compensation; 3. To approve the amendment and restatement of the Hyster-Yale Materials Handling, Inc. 2020 Long-Term Equity Incentive Plan; 4. To approve an amendment to the Company's Second Amended and Restated Certificate of Incorporation; 5. To confirm the appointment of Ernst & Young LLP, as the independent registered public accounting firm of the Company, for the current fiscal year; and 6. To conduct any other business as may properly come before the meeting. The Board of Directors has fixed the close of business on March 18, 2024 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof. The 2024 Proxy Statement and related form of proxy are being mailed to stockholders commencing on or about March 28, 2024. Suzanne Schulze Taylor Secretary March 28, 2024 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 8, 2024 The 2024 Proxy Statement and 2023 Annual Report are available, free of charge, at https://www.hyster-yale.com by clicking on the "2024 Annual Meeting Materials" link and then clicking on either the "2024 Proxy Statement" link or the "2023 Annual Report" link, as appropriate. If you wish to attend the meeting and vote in person, you may do so. The Company's Annual Report for the yea

View Full Filing

View this DEF 14A filing on SEC EDGAR