Hamilton Beach Files DEF 14A for May 7, 2026 Annual Meeting

TL;DR

**Hamilton Beach filed proxy docs for its May 7, 2026 annual meeting, get ready to vote on key company decisions.**

AI Summary

Hamilton Beach Brands Holding Co. (CIK: 0001709164) filed a DEF 14A proxy statement on March 25, 2026, for its upcoming annual meeting scheduled for May 7, 2026. This filing, identified by accession number 0001193125-26-122754, outlines proposals for shareholders to vote on, such as director elections and executive compensation. For investors, understanding these proposals is crucial as they directly impact the company's governance and future strategic direction, potentially affecting stock performance.

Why It Matters

This filing provides shareholders with critical information needed to vote on important company matters, directly influencing leadership and corporate strategy.

Risk Assessment

Risk Level: low — A DEF 14A filing is a standard disclosure for an upcoming shareholder meeting and does not inherently present a high risk.

Analyst Insight

An investor should review the full DEF 14A document (d11028ddef14a.htm) to understand the specific proposals and recommendations before the May 7, 2026 annual meeting, especially regarding director elections and executive compensation.

Key Numbers

• 2026-03-25 — Filing Date (The date the DEF 14A was filed with the SEC.)
• 2026-05-07 — Annual Meeting Date (The date shareholders will vote on proposals outlined in the proxy statement.)
• 0001193125-26-122754 — Accession Number (Unique identifier for this specific SEC filing.)
• 725824 — Size of DEF 14A document (Indicates the length of the primary proxy statement document in bytes.)

Key Players & Entities

• Hamilton Beach Brands Holding Co. (company) — the filer of the DEF 14A
• 0001709164 (company) — CIK of Hamilton Beach Brands Holding Co.
• 0001193125-26-122754 (dollar_amount) — SEC Accession No. for the filing
• 2026-03-25 (person) — Filing Date and Accepted Date
• 2026-05-07 (person) — Period of Report (Annual Meeting Date)

Forward-Looking Statements

• Shareholders will vote on key governance issues at the May 7, 2026 annual meeting. (Hamilton Beach Brands Holding Co.) — high confidence, target: 2026-05-07

FAQ

Key Financial Figures

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

Filing Documents

• d11028ddef14a.htm (DEF 14A) — 709KB
• g11028dsp026.jpg (GRAPHIC) — 277KB
• g11028dsp027.jpg (GRAPHIC) — 228KB
• g11028g00n42.jpg (GRAPHIC) — 139KB
• g11028g00n43.jpg (GRAPHIC) — 167KB
• g11028g21y03.jpg (GRAPHIC) — 32KB
• 0001193125-26-122754.txt ( ) — 3353KB
• hbb-20251231.xsd (EX-101.SCH) — 9KB
• d11028ddef14a_htm.xml (XML) — 79KB

- 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 9 Code of Conduct 13 Hedging and 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 2026 ANNUAL MEETING

PART II - PROPOSALS TO BE VOTED ON AT THE 2026 ANNUAL MEETING 16 PROPOSAL 1 - ELECTION OF DIRECTORS 16 Director Compensation 19 PROPOSAL 2 - ADVISORY VOTE TO APPROVE THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION 22 PROPOSAL 3 - RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026 22

- EXECUTIVE COMPENSATION INFORMATION

PART III - EXECUTIVE COMPENSATION INFORMATION 24 Summary of our Named Executive Officer Compensation Program 24 Compensation Discussion 25 Compensation Committee Report 39 Summary Compensation Table 40 Grants of Plan-Based Awards 41 Equity Compensation 42 Nonqualified Deferred Compensation Benefits 43 Potential Payments Upon Termination/Change In Control 44 CEO Pay Ratio 45 Pay Versus Performance 46

- OTHER IMPORTANT INFORMATION

PART IV - OTHER IMPORTANT INFORMATION 50 Equity Compensation Plan Information 50 Beneficial Ownership Of Class A Common And Class B Common Stock 50 Delinquent Section 16(a) Reports 55 Procedures For Submission And Consideration Of Director Candidates 55 Submission Of Stockholder Proposals 57 Solicitation Of Proxies 57 Other Matters 57 -i- Table of Contents HAMILTON BEACH BRANDS HOLDING COMPANY 4421 WATERFRONT DR. GLEN ALLEN, VA 23060 PROXY STATEMENT March 25, 2026 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 7, 2026 (the "Annual Meeting"). This Proxy Statement and the related form of proxy are first being made available to stockholders commencing on or about March 25, 2026. If you vote electronically, or if you received a paper copy of the proxy materials by mail and the enclosed form of proxy is executed, dated and returned, 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 twelve director nominees named in this Proxy Statement FOR 16 2 Approval, on an advisory basis, of the Company's Named Executive Officer compensation FOR 22 3 The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026 FOR 22 N/A Any other matter properly brought before the Board As recommended by the Board or, if no recommendation is given, in the proxy holders' own discretion N/A The proxies may be revoked at any time prior to their ex

- 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 Company's Hamilton Beach Health subsidiary is focused on expanding the Company's participation in the home health market. Board Composition Our Board currently consists of twelve 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, departure, resignation or removal. Biographical information and qualifications of our directors are included under " Proposal 1 - Election of Directors ." Board Leadership Structure Under the Company's current leadership structure, the Company's roles of Chairman and Chief Executive Officer ("CEO") are separated, enabling R. Scott Tidey, 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 Company's 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

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