NACCO INDUSTRIES, INC. Files Definitive Proxy Statement

TL;DR

NACCO INDUSTRIES, INC. has filed its definitive proxy statement detailing corporate governance, executive compensation, and upcoming shareholder votes.

AI Summary

NACCO INDUSTRIES INC (NC) filed a Proxy Statement (DEF 14A) with the SEC on April 10, 2024. NACCO INDUSTRIES, INC. filed a Definitive Proxy Statement (DEF 14A) on April 10, 2024. The filing covers the period ending May 15, 2024. It includes information on Corporate Governance, Executive Compensation, and Proposals for the 2024 Annual Meeting. Key sections detail Compensation Discussion and Analysis, Summary Compensation Table, and Grants of Plan-Based Awards. The document also outlines Director Election and proposed amendments to the Company's Restated Certificate.

Why It Matters

For investors and stakeholders tracking NACCO INDUSTRIES INC, this filing contains several important signals. Shareholders can review detailed executive compensation structures, including equity awards and potential payments upon termination or change in control. The filing provides information on director nominations and proposed amendments to the company's charter, allowing shareholders to make informed voting decisions.

Risk Assessment

Risk Level: low — NACCO INDUSTRIES INC shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures required for public companies regarding their annual meetings and executive compensation, with no immediate red flags.

Analyst Insight

Shareholders should review the executive compensation details and proposed charter amendments to prepare for the upcoming annual meeting.

Key Numbers

• 2024-04-10 — Filing Date (DEF 14A Filing Date)
• 2024-05-15 — Period of Report (Conformed Period of Report)
• 2023-12-31 — Fiscal Year End (Company Fiscal Year End)
• 1231 — SIC Code (Standard Industrial Classification)

Key Players & Entities

• NACCO INDUSTRIES, INC. (company) — Registrant
• 2024-04-10 (date) — Filing Date
• 2024-05-15 (date) — Reporting Period End Date
• CLEVELAND (location) — Business Address City
• OH (location) — Business Address State
• 44124 (postal_code) — Business Address Zip

FAQ

Risk Factors

• Regulatory Compliance [medium — regulatory]: The company must comply with various SEC regulations and reporting requirements, including those related to proxy statements and executive compensation disclosures.
• Business Operations [medium — operational]: The company's operations are subject to risks inherent in the industries it serves, which could impact financial performance and shareholder value.
• Financial Performance [medium — financial]: Fluctuations in market conditions, commodity prices, and economic factors can affect the company's revenue and profitability.

Key Dates

• 2024-04-10: Filing of Definitive Proxy Statement — Provides shareholders with information for the upcoming annual meeting.

Glossary

DEF 14A

Definitive Proxy Statement (This filing provides detailed information to shareholders regarding matters to be voted on at the annual meeting, including director elections and corporate actions.)

Summary Compensation Table

A table detailing the compensation of the company's named executive officers for the last three fiscal years. (Allows shareholders to understand the compensation packages provided to top executives.)

Grants of Plan-Based Awards Table

Details awards granted to named executive officers under any incentive plan or equity plan during the last fiscal year. (Provides insight into the incentive and equity compensation awarded to executives.)

Key Financial Figures

• $1.00 — ares of Class A Common Stock, par value $1.00 per share ("Class A Common"), entitled
• $920,000 — zations. In 2023, we directed more than $920,000 of corporate donations to organizations
• $5,000 — match eligible employee donations up to $5,000 per year, per employee. In 2023, we mat
• $97,000 — employee. In 2023, we matched more than $97,000 of employee and director contributions
• $25,000 — our employees, we contributed more than $25,000 to volunteer fire departments within cl

Filing Documents

• nacco-20240410.htm (DEF 14A) — 811KB
• nacco-20240410_g1.jpg (GRAPHIC) — 1232KB
• nacco-20240410_g10.jpg (GRAPHIC) — 204KB
• nacco-20240410_g2.jpg (GRAPHIC) — 38KB
• nacco-20240410_g3.jpg (GRAPHIC) — 39KB
• nacco-20240410_g4.jpg (GRAPHIC) — 46KB
• nacco-20240410_g5.jpg (GRAPHIC) — 50KB
• nacco-20240410_g6.jpg (GRAPHIC) — 31KB
• nacco-20240410_g7.jpg (GRAPHIC) — 129KB
• nacco-20240410_g8.jpg (GRAPHIC) — 92KB
• nacco-20240410_g9.jpg (GRAPHIC) — 155KB
• 0000789933-24-000028.txt ( ) — 6143KB
• nacco-20240410.xsd (EX-101.SCH) — 3KB
• nacco-20240410_def.xml (EX-101.DEF) — 3KB
• nacco-20240410_lab.xml (EX-101.LAB) — 6KB
• nacco-20240410_pre.xml (EX-101.PRE) — 3KB
• nacco-20240410_htm.xml (XML) — 35KB

- CORPORATE GOVERNANCE INFORMATION

PART I - CORPORATE GOVERNANCE INFORMATION 3 About NACCO 3 Corporate Responsibility 3 Code of Conduct 5 Leadership Development and Succession Planning 6 Hedging and Speculative Trading Policies and Limited Trading Windows 6 Board Composition 6 Board Leadership Structure and Risk Management 6 Directors' Meetings and Committees 7 Directors' Independence 9 Compensation Committee Interlocks and Insider Participation 10 Review and Approval of Related-Person Transactions 10 Communications With Directors 10 Audit Matters 11

- EXECUTIVE COMPENSATION INFORMATION

PART II - EXECUTIVE COMPENSATION INFORMATION 12 Compensation Discussion and Analysis 12 Compensation and Human Capital Committee Report 25 Summary Compensation Table 26 Grants of Plan-Based Awards Table 28 Description of Material Factors Relating to the Summary Compensation Table and Grants of Plan-Based Awards Table 28 Equity Compensation 28 Potential Payments Upon Termination/Change in Control 29 Nonqualified Deferred Compensation Benefits 30 Defined Benefit Pension Plans 31 CEO Pay Ratio 31 Pay vs. Performance 32

- PROPOSALS TO BE VOTED ON AT THE 2024 ANNUAL MEETING

PART III - PROPOSALS TO BE VOTED ON AT THE 2024 ANNUAL MEETING 35 1. Election of Directors 35 2. Approval of Amendment to the Company's Restated Certificate of Incorporation 40 3. Advisory Vote to Approve the Company's Named Executive Officer Compensation 41 4. Ratification of the Appointment of Company's Independent Registered Public Accounting Firm 43

- OTHER IMPORTANT INFORMATION

PART IV - OTHER IMPORTANT INFORMATION 44 Equity Compensation Plan Information 44 Beneficial Ownership of Class A Common and Class B Common 44 Delinquent Section 16(a) Reports 50 Submission of Stockholder Proposals 50 Solicitation of Proxies 50 Other Matters 51 APPENDIX A A-1 FORM OF PROXY CARD 5875 LANDERBROOK DRIVE, SUITE 220 CLEVELAND, OHIO 44124-4017 NOTICE OF ANNUAL MEETING The Annual Meeting of stockholders (the "Annual Meeting") of NACCO Industries, Inc. (the "Company") will be held on Wednesday, May 15, 2024 at 9:30 a.m., at 301 E. Main Street, Starkville, Mississippi, for the following purposes: 1. To elect thirteen Directors, each for a term of one year and until their respective successors are duly elected and qualified; 2. To approve an amendment to the Company's Restated Certificate of Incorporation to expand the exculpation provision to limit the liability of certain officers; 3. To approve, on an advisory basis, the Company's Named Executive Officer compensation; 4. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024; and 5. To transact such other business as may properly come before the meeting. The Board of Directors has fixed the close of business on March 20, 2024 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof. The 2024 proxy statement and proxy card are being mailed to stockholders commencing on or about April 10, 2024. John D. Neumann Secretary April 10, 2024 Your vote is very important. Whether or not you plan to attend the Annual Meeting in person, please promptly vote by telephone (1-800-652-8683) or over the Internet (www.investorvote.com/NC) or by completing and mailing the enclosed form of proxy. If you hold shares of both Class A Common Stock and Class B Common Stock, you only have to complete the single enclosed form of proxy or vote once via the I

- CORPORATE GOVERNANCE INFORMATION

PART I - CORPORATE GOVERNANCE INFORMATION About NACCO NACCO brings natural resources to life by delivering aggregates, minerals, reliable fuels and environmental solutions through its robust portfolio of NACCO Natural Resources businesses. The Company operates under three business segments: Coal Mining, North American Mining ("NAMining") and Minerals Management. The Coal Mining segment operates surface coal mines for power generation companies. The NAMining segment is a trusted mining partner for producers of aggregates, activated carbon, lithium and other industrial minerals. The Minerals Management segment, which includes the Catapult Mineral Partners business, acquires and promotes the development of mineral interests. Mitigation Resources of North America ("Mitigation Resources") provides stream and wetland mitigation solutions. The Company has items not directly attributable to a reportable segment which are not included in the reported financial results of the operating segment. These items primarily include administrative costs related to public company reporting requirements, including management and board compensation, and the financial results of Bellaire Corporation ("Bellaire"), Mitigation Resources and other developing businesses. Bellaire manages the Company's long-term liabilities related to former eastern U.S. underground mining activities. NACCO was incorporated as a Delaware corporation in 1986 in connection with the formation of a holding company structure for a predecessor corporation organized in 1913. Corporate Responsibility Good corporate governance, with a long-term perspective, is an integral part of our value system. Our Company was founded in 1913, and descendants of Frank Taplin, our founder, continue to own a substantial portion of our stock. Five generations of stock ownership demonstrate long-term dedication and commitment to NACCO's success. We believe that our ownership structure provides a strategic advantage, helping to

View Full Filing

View this DEF 14A filing on SEC EDGAR