NACCO INDUSTRIES, INC. (NYSE:NC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
NACCO Industries, Inc. Non-Employee Directors’ Equity
Compensation Plan
Compensation Plan
On February 14, 2017, the Board of Directors (the “Board”) of
NACCO Industries, Inc. (“NACCO” or the “Company”) adopted the
NACCO Industries, Inc. Non-Employee Directors’ Equity Compensation
Plan (Amended and Restated Effective May 9, 2017) (the “Amended
Director Equity Plan”), for the benefit of the non-employee
directors of NACCO. Prior versions of the plan were previously
adopted by the Board and approved by stockholders, most recently in
2011 (the “Current Director Equity Plan”). The Amended Director
Equity Plan replaces the Current Director Equity Plan. The
principal reason for adopting the Amended Director Equity Plan was
to increase the number of shares of NACCO’s Class A Common Stock,
par value $1.00 per share (“Class A Common”), available for
issuance.
NACCO Industries, Inc. (“NACCO” or the “Company”) adopted the
NACCO Industries, Inc. Non-Employee Directors’ Equity Compensation
Plan (Amended and Restated Effective May 9, 2017) (the “Amended
Director Equity Plan”), for the benefit of the non-employee
directors of NACCO. Prior versions of the plan were previously
adopted by the Board and approved by stockholders, most recently in
2011 (the “Current Director Equity Plan”). The Amended Director
Equity Plan replaces the Current Director Equity Plan. The
principal reason for adopting the Amended Director Equity Plan was
to increase the number of shares of NACCO’s Class A Common Stock,
par value $1.00 per share (“Class A Common”), available for
issuance.
The issuance of shares of Class A Common under the Amended Director
Equity Plan for periods on or after May 9, 2017 was subject to
approval by the stockholders of NACCO. The stockholders of NACCO
approved the Amended Director Equity Plan on May 9, 2017.
Equity Plan for periods on or after May 9, 2017 was subject to
approval by the stockholders of NACCO. The stockholders of NACCO
approved the Amended Director Equity Plan on May 9, 2017.
Subject to adjustment as provided under the Amended Director Equity
Plan, (1) no more than 100,000 shares of Class A Common (which may
be of shares of original issuance or treasury shares, or a
combination of both) may be issued or transferred under the Amended
Director Equity Plan on or after May 9, 2017 and (2) no
non-employee director may receive in any calendar year beginning on
or after January 1, 2017 more than 20,000 shares of Class A Common,
in the aggregate, under the Amended Director Equity Plan.
Plan, (1) no more than 100,000 shares of Class A Common (which may
be of shares of original issuance or treasury shares, or a
combination of both) may be issued or transferred under the Amended
Director Equity Plan on or after May 9, 2017 and (2) no
non-employee director may receive in any calendar year beginning on
or after January 1, 2017 more than 20,000 shares of Class A Common,
in the aggregate, under the Amended Director Equity Plan.
Under the Amended Director Equity Plan, the Company’s non-employee
directors are required to receive a portion (as determined by the
Board) of their annual retainers (in 2017, $89,000 out of $145,000)
in shares of Class A Common (the “Mandatory Shares”). They may
also elect to receive all or part of the remainder of the retainer
and all other fees in the form of shares of Class A Common (the
“Voluntary Shares”). The number of shares of Class A Common
issued to a director is determined by taking the dollar value of
the amount to be received in Mandatory and Voluntary Shares and
dividing it by the formula price contained in the Amended Director
Equity Plan. The Mandatory and Voluntary Shares are immediately
vested when paid. The Mandatory Shares are subject to certain
transfer restrictions, generally for a period of ten years from the
last day of the calendar quarter for which they were issued,
subject to exceptions as stated in the plan.
directors are required to receive a portion (as determined by the
Board) of their annual retainers (in 2017, $89,000 out of $145,000)
in shares of Class A Common (the “Mandatory Shares”). They may
also elect to receive all or part of the remainder of the retainer
and all other fees in the form of shares of Class A Common (the
“Voluntary Shares”). The number of shares of Class A Common
issued to a director is determined by taking the dollar value of
the amount to be received in Mandatory and Voluntary Shares and
dividing it by the formula price contained in the Amended Director
Equity Plan. The Mandatory and Voluntary Shares are immediately
vested when paid. The Mandatory Shares are subject to certain
transfer restrictions, generally for a period of ten years from the
last day of the calendar quarter for which they were issued,
subject to exceptions as stated in the plan.
The Board may amend the Amended Director Equity Plan from time to
time or may terminate it in its entirety, except that stockholder
approval will be required under certain circumstances as described
in the Amended Director Equity Plan. In any event, no Mandatory
Shares or Voluntary Shares may be issued or transferred under the
Amended Director Equity Plan on or after May 9, 2027.
time or may terminate it in its entirety, except that stockholder
approval will be required under certain circumstances as described
in the Amended Director Equity Plan. In any event, no Mandatory
Shares or Voluntary Shares may be issued or transferred under the
Amended Director Equity Plan on or after May 9, 2027.
The Amended Director Equity Plan is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.
The foregoing summary is qualified in its entirety by reference to
the full text of the Amended Director Equity Plan.
Current Report on Form 8-K and incorporated herein by reference.
The foregoing summary is qualified in its entirety by reference to
the full text of the Amended Director Equity Plan.
NACCO Industries, Inc. Executive Long-Term Incentive Compensation
Plan
Plan
On February 14, 2017, the Board also adopted the NACCO Industries,
Inc. Executive Long-Term Incentive Compensation Plan (Amended and
Restated Effective March 1, 2017) (the “Amended Long-Term Plan”)
for the benefit of executive employees of NACCO and its
subsidiaries. Prior versions of the plan were previously adopted by
the Board and approved by stockholders, most recently in 2012 (the
“Current Long-Term Plan”). The Amended Long-Term Plan replaces
the Current Long-Term Plan. The Amended Long-Term Plan was adopted
(1) to meet one of the requirements under Internal Revenue Code
Section 162(m) (“Code Section 162(m)”) governing the federal tax
deductibility of “qualified performance-based compensation” paid
to covered employees and (2) to comply with Section 303A.08 of the
New York Stock Exchange Listing Standards which require that
stockholders approve all material revisions to equity compensation
plans.
Inc. Executive Long-Term Incentive Compensation Plan (Amended and
Restated Effective March 1, 2017) (the “Amended Long-Term Plan”)
for the benefit of executive employees of NACCO and its
subsidiaries. Prior versions of the plan were previously adopted by
the Board and approved by stockholders, most recently in 2012 (the
“Current Long-Term Plan”). The Amended Long-Term Plan replaces
the Current Long-Term Plan. The Amended Long-Term Plan was adopted
(1) to meet one of the requirements under Internal Revenue Code
Section 162(m) (“Code Section 162(m)”) governing the federal tax
deductibility of “qualified performance-based compensation” paid
to covered employees and (2) to comply with Section 303A.08 of the
New York Stock Exchange Listing Standards which require that
stockholders approve all material revisions to equity compensation
plans.
The Amended Long-Term Plan was effective March 1, 2017 but the
issuance of Class A Common with respect to target awards granted
for performance periods beginning on or after January 1, 2017 was
subject to the approval of the plan by the stockholders of NACCO.
The stockholders of NACCO approved the Amended Long-Term Plan on
May 9, 2017.
issuance of Class A Common with respect to target awards granted
for performance periods beginning on or after January 1, 2017 was
subject to the approval of the plan by the stockholders of NACCO.
The stockholders of NACCO approved the Amended Long-Term Plan on
May 9, 2017.
In general, the Amended Long-Term Plan will be administered by the
Compensation Committee (the “Committee”) of the Board and will
enable the Committee to provide awards (as described below) to
salaried employees of the Company and its wholly-owned subsidiaries
on a U.S. payroll who, in the judgment of the Committee, occupy
executive positions in which their efforts may contribute to the
profits or growth of the Company. The Amended Long-Term Plan will
permit the Company to grant awards that may be able to qualify as
“qualified performance-based compensation” under Code Section
162(m) and awards that are not intended to so qualify.
Compensation Committee (the “Committee”) of the Board and will
enable the Committee to provide awards (as described below) to
salaried employees of the Company and its wholly-owned subsidiaries
on a U.S. payroll who, in the judgment of the Committee, occupy
executive positions in which their efforts may contribute to the
profits or growth of the Company. The Amended Long-Term Plan will
permit the Company to grant awards that may be able to qualify as
“qualified performance-based compensation” under Code Section
162(m) and awards that are not intended to so qualify.
The Amended Long-Term Plan provides that, subject to adjustment as
provided under the plan, 400,000 shares of Class A Common may be
issued or transferred under the plan on or after March 1, 2017. The
maximum amount paid to a participant in a single calendar year as a
result of awards under the Amended Long-Term Plan (including the
fair market value of any shares paid to a participant) may not
exceed the greater of $12 million or the fair market value of
500,000 Award Shares (defined below).
provided under the plan, 400,000 shares of Class A Common may be
issued or transferred under the plan on or after March 1, 2017. The
maximum amount paid to a participant in a single calendar year as a
result of awards under the Amended Long-Term Plan (including the
fair market value of any shares paid to a participant) may not
exceed the greater of $12 million or the fair market value of
500,000 Award Shares (defined below).
The Amended Long-Term Plan provides that each participant is
eligible to be granted a target incentive award (as determined by
the Committee) with respect to a specified performance period of
one or more years. Multiple awards may be granted to a participant,
subject to the maximum payment limitations contained in the plan.
The final payout for each individual is generally based on the
participant’s target award measured against established
performance criteria for the performance period, which performance
criteria may differ for different classifications of participants.
eligible to be granted a target incentive award (as determined by
the Committee) with respect to a specified performance period of
one or more years. Multiple awards may be granted to a participant,
subject to the maximum payment limitations contained in the plan.
The final payout for each individual is generally based on the
participant’s target award measured against established
performance criteria for the performance period, which performance
criteria may differ for different classifications of participants.
The performance criteria with respect to an award will be
determined by the Committee based on one or more, or a combination,
of the following metrics if the award is intended to qualify as
“qualified performance-based compensation” under Code Section
162(m): return on equity, return on total capital employed, diluted
earnings per share, total earnings, earnings growth, return on
capital, return on assets, return on sales, safety, compliance with
regulatory/environmental requirements, tons of coal or other
minerals, yards of limerock or other aggregates severed or
delivered, earnings before interest and taxes, revenue, revenue
growth, gross margin, net or standard margin, return on investment,
increase in the fair market value of shares, share price
(including, but not limited to, growth measures and total
stockholder return), profit, net earnings, cash flow (including,
but not limited to, operating cash flow and free cash flow),
inventory turns, financial return ratios, market share, earnings
measures/ratios, economic value added, balance sheet measurements
(such as receivable turnover), internal rate of return, customer
satisfaction surveys or productivity, net income, operating profit
or increase in operating profit, market share, increase in market
share, sales value increase over time, economic value income,
economic value increase over time, expected value of new projects
or extensions of new or existing projects, development of new or
existing projects, adjusted standard margin or net sales.
determined by the Committee based on one or more, or a combination,
of the following metrics if the award is intended to qualify as
“qualified performance-based compensation” under Code Section
162(m): return on equity, return on total capital employed, diluted
earnings per share, total earnings, earnings growth, return on
capital, return on assets, return on sales, safety, compliance with
regulatory/environmental requirements, tons of coal or other
minerals, yards of limerock or other aggregates severed or
delivered, earnings before interest and taxes, revenue, revenue
growth, gross margin, net or standard margin, return on investment,
increase in the fair market value of shares, share price
(including, but not limited to, growth measures and total
stockholder return), profit, net earnings, cash flow (including,
but not limited to, operating cash flow and free cash flow),
inventory turns, financial return ratios, market share, earnings
measures/ratios, economic value added, balance sheet measurements
(such as receivable turnover), internal rate of return, customer
satisfaction surveys or productivity, net income, operating profit
or increase in operating profit, market share, increase in market
share, sales value increase over time, economic value income,
economic value increase over time, expected value of new projects
or extensions of new or existing projects, development of new or
existing projects, adjusted standard margin or net sales.
In its discretion, the Committee may increase or decrease target
awards in certain circumstances as described in the Amended
Long-Term Plan, may approve the payment of awards where
performance would otherwise not meet the criteria for payment of
awards, and make certain other adjustments to awards under the
plan, in each case subject to certain limitations described in
the Amended Long-Term Plan, including limitations with respect to
awards that are intended to be “qualified performance-based
compensation” under Code Section 162(m).
awards in certain circumstances as described in the Amended
Long-Term Plan, may approve the payment of awards where
performance would otherwise not meet the criteria for payment of
awards, and make certain other adjustments to awards under the
plan, in each case subject to certain limitations described in
the Amended Long-Term Plan, including limitations with respect to
awards that are intended to be “qualified performance-based
compensation” under Code Section 162(m).
Awards under the Amended Long-Term Plan will be paid partially in
cash and partially in the form of shares of Class A Common (the
“Award Shares”), as determined by the Committee. The Award Shares
are immediately vested when earned but are subject to certain
transfer restrictions, generally for a period of ten years from the
last day of the applicable performance period, subject to
exceptions as stated in the Amended Long-Term Plan.
cash and partially in the form of shares of Class A Common (the
“Award Shares”), as determined by the Committee. The Award Shares
are immediately vested when earned but are subject to certain
transfer restrictions, generally for a period of ten years from the
last day of the applicable performance period, subject to
exceptions as stated in the Amended Long-Term Plan.
The Board and Committee generally will be able to amend the Amended
Long-Term Plan, subject to stockholder approval in certain
circumstances as described in the Amended Long-Term Plan. In any
event, no Award Shares will be issued or transferred under the
Amended Long-Term Plan on or after March 1, 2027, but, in general,
and as further described in the plan, all Award Shares issued or
transferred prior to the termination of the Amended Long-Term Plan
will continue to be subject to the terms of the Amended Long-Term
Plan following such termination.
Long-Term Plan, subject to stockholder approval in certain
circumstances as described in the Amended Long-Term Plan. In any
event, no Award Shares will be issued or transferred under the
Amended Long-Term Plan on or after March 1, 2027, but, in general,
and as further described in the plan, all Award Shares issued or
transferred prior to the termination of the Amended Long-Term Plan
will continue to be subject to the terms of the Amended Long-Term
Plan following such termination.
On March 24, 2017, the Committee approved target awards under the
Amended Long-Term Plan to certain executive employees, including
NACCO’s named executive officers. The following table sets forth
information regarding target awards granted to the Company’s named
executive officers for the 2017 performance period:
Amended Long-Term Plan to certain executive employees, including
NACCO’s named executive officers. The following table sets forth
information regarding target awards granted to the Company’s named
executive officers for the 2017 performance period:
|
Named Executive Officer
|
Target Award ($)
|
|
Alfred M. Rankin, Jr.
|
$1,925,963
|
|
Elizabeth I. Loveman
|
$98,371
|
|
J.C. Butler, Jr.
|
$1,160,408
|
|
Gregory H. Trepp
|
—
|
|
R. Scott Tidey
|
—
|
Also on March 24, 2017, the Committee determined that (1) 50% of
the awards under the Amended Long-Term Plan for 2017 will be based
on NACCO’s adjusted consolidated return on total capital employed
and (2) approximately 65% of the final 2017 Awards would be paid in
Award Shares, with the remainder being settled in cash. Final
awards under the Amended Long-Term Plan for 2017 will be determined
following December 31, 2017 and will be paid no later than March
15, 2018.
the awards under the Amended Long-Term Plan for 2017 will be based
on NACCO’s adjusted consolidated return on total capital employed
and (2) approximately 65% of the final 2017 Awards would be paid in
Award Shares, with the remainder being settled in cash. Final
awards under the Amended Long-Term Plan for 2017 will be determined
following December 31, 2017 and will be paid no later than March
15, 2018.
The Amended Long-Term Plan is filed as Exhibit 10.2 to this Current
Report on Form 8-K and incorporated herein by reference. The
foregoing summary is qualified in its entirety by reference to the
full text of the Amended Long-Term Plan.
Report on Form 8-K and incorporated herein by reference. The
foregoing summary is qualified in its entirety by reference to the
full text of the Amended Long-Term Plan.
Item 5.07. Submission of Matters to a Vote of Security Holders.
NACCO held its Annual Meeting of Stockholders on May 9, 2017.
Reference is made to the Company’s 2017 Proxy Statement filed
with the Securities Exchange Commission on March 27, 2017 for
more information regarding the Proposals set for below and the
vote required for approval of these matters. The matters voted
upon and the final results of the vote were as follows:
Reference is made to the Company’s 2017 Proxy Statement filed
with the Securities Exchange Commission on March 27, 2017 for
more information regarding the Proposals set for below and the
vote required for approval of these matters. The matters voted
upon and the final results of the vote were as follows:
Proposal 1>- The stockholders elected each of the following
nine nominees to the Board of Directors until the next annual
meeting and until their successors are elected:
nine nominees to the Board of Directors until the next annual
meeting and until their successors are elected:
|
DIRECTOR
|
VOTE FOR
|
VOTE WITHHELD
|
BROKER NON-VOTES
|
|
John P. Jumper
|
19,776,567
|
177,949
|
360,250
|
|
Dennis W. LaBarre
|
19,736,269
|
218,247
|
360,250
|
|
Michael S. Miller
|
19,895,844
|
58,672
|
360,250
|
|
Richard de J. Osborne
|
19,734,913
|
219,603
|
360,250
|
|
Alfred M. Rankin, Jr.
|
19,846,279
|
108,237
|
360,250
|
|
James A. Ratner
|
19,892,776
|
61,740
|
360,250
|
|
Britton T. Taplin
|
19,775,060
|
179,456
|
360,250
|
|
David F. Taplin
|
18,694,743
|
1,259,773
|
360,250
|
|
David B. H. Williams
|
19,798,340
|
156,176
|
360,250
|
Proposal 2>- The stockholders approved The NACCO Industries,
Inc. Executive Long-Term Incentive Compensation Plan:
Inc. Executive Long-Term Incentive Compensation Plan:
|
For
|
19,895,642
|
|
|
Against
|
55,072
|
|
|
Abstain
|
3,502
|
|
|
Broker Non-Votes
|
360,250
|
Proposal 3>- The stockholders approved The NACCO Industries,
Inc. Non-Employee Directors’ Equity Compensation Plan:
Inc. Non-Employee Directors’ Equity Compensation Plan:
|
For
|
19,883,047
|
|
|
Against
|
68,690
|
|
|
Abstain
|
2,779
|
|
|
Broker Non-Votes
|
360,250
|
Proposal 4>- The stockholders approved the advisory vote to
approve the Company’s Named Executive Officer Compensation:
approve the Company’s Named Executive Officer Compensation:
|
For
|
19,902,984
|
|
|
Against
|
47,076
|
|
|
Abstain
|
4,456
|
|
|
Broker Non-Votes
|
360,250
|
Proposal 5>- The stockholders voted that the advisory vote to
approve the Company’s Named Executive Officer Compensation
should be held every year:
approve the Company’s Named Executive Officer Compensation
should be held every year:
|
ONE YEAR
|
TWO YEARS
|
THREE YEARS
|
ABSTAIN
|
BROKER NON-VOTES
|
|
19,111,941
|
61,998
|
770,925
|
9,652
|
360,250
|
In accordance with the voting results for Proposal 5, the
Company’s Board of Directors determined that an advisory vote to
approve the Company’s Named Executive Officer Compensation be
conducted every year, commencing with the Company’s 2018 annual
meeting of stockholders.
Company’s Board of Directors determined that an advisory vote to
approve the Company’s Named Executive Officer Compensation be
conducted every year, commencing with the Company’s 2018 annual
meeting of stockholders.
Proposal 6>- The stockholders ratified the appointment of
Ernst Young LLP as the Independent Registered Public Accounting
Firm of NACCO for 2017:
Ernst Young LLP as the Independent Registered Public Accounting
Firm of NACCO for 2017:
|
For
|
20,262,564
|
|
|
Against
|
51,879
|
|
|
Abstain
|
|
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No.
|
Exhibit Description
|
|
10.1
|
NACCO Industries, Inc. Non-Employee Directors’ Equity
Compensation Plan (Amended and Restated Effective May 9, 2017) |
|
10.2
|
NACCO Industries, Inc. Executive Long-Term Incentive
Compensation Plan (Amended and Restated Effective March 1, 2017) |
About NACCO INDUSTRIES, INC. (NYSE:NC)
NACCO Industries, Inc. is a holding company with principal businesses, including mining, small appliances and specialty retail. The Company operates through three segments: NACoal, HBB and KC. Its subsidiaries include The North American Coal Corporation (NACoal), Hamilton Beach Brands, Inc. (HBB) and Kitchen Collection (KC). Its NACoal segment mines coal for use in power generation and provides mining services for other natural resources companies. NACoal’s mining operations include Mississippi Lignite Mining Company and Centennial Natural Resources. Its HBB segment designs, markets and distributes a range of small electric household and specialty housewares appliances, including blenders, can openers, coffeemakers, food processors, indoor electric grills, irons, mixers, slow cookers, toasters and toaster ovens. Its KC is a national specialty retailer of kitchenware and gourmet foods operating under the Kitchen Collection and Le Gourmet Chef store names in outlets and malls. NACCO INDUSTRIES, INC. (NYSE:NC) Recent Trading Information
NACCO INDUSTRIES, INC. (NYSE:NC) closed its last trading session up +0.30 at 69.95 with 24,299 shares trading hands.
