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MarketScreener Homepage  >  Equities  >  Nyse  >  NACCO Industries, Inc.    NC

NACCO INDUSTRIES, INC.

(NC)
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Delayed Quote. Delayed Nyse - 09/20 04:10:00 pm
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NACCO INDUSTRIES INC : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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05/08/2019 | 05:06pm EDT

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

NACCO Industries, Inc. Amended and Restated Non-Employee Directors' Equity Compensation Plan On February 13, 2019, the Board of Directors (the "Board") of NACCO Industries, Inc. ("NACCO" or the "Company") adopted the NACCO Industries, Inc. Amended and Restated Non-Employee Directors' Equity Compensation Plan (effective May 8, 2019) (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 2017 (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 8, 2019 was subject to approval by the stockholders of NACCO. The stockholders of NACCO approved the Amended Director Equity Plan on May 8, 2019.

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 8, 2019 and (2) no non-employee director may receive in any calendar year beginning on or after January 1, 2019 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 2019, $95,000 out of $155,000) 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 Shares and Voluntary Shares and dividing it by the formula price contained in the Amended Director Equity Plan. The Mandatory Shares 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 during 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 8, 2029.

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.

NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan On February 13, 2019, the Board also adopted the NACCO Industries, Inc. Amended and Restated Executive Long-Term Incentive Compensation Plan (effective March 1, 2019) (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 2017 (the "Current Long-Term Plan"). The Amended Long-Term Plan replaces the Current Long-Term Plan. Code Section 162(m) was amended by the Tax Cuts and Jobs Act of 2017, for tax years beginning after December 31, 2017, in general, to eliminate the exemption for performance-based compensation. The Amended Long-Term Equity Plan was amended to remove Code Section 162(m) language that is no longer applicable with the elimination of the performance-based compensation exemption.

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The Amended Long-Term Plan was effective March 1, 2019 but the issuance of Class A Common with respect to target awards granted for performance periods beginning on or after January 1, 2019 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 8, 2019.

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 interests of the Company.

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, 2019. 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 (or a portion thereof). 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, or any other criteria established by the Committee: 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 or tons or 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 Class A Common shares, Class A Common 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, 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.

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 periods of three, five or ten years from the last day of the applicable performance period, subject to exceptions as stated in the Amended Long-Term Plan. The Committee determines the restriction period that applies to the Award Shares based on a participant's salary points.

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, 2029, but, in

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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 February 13, 2019, 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 2019 performance
period:
Named Executive Officer Target Award ($)
J.C. Butler, Jr.              $1,253,410

. . .

Item 5.07. Submission of Matters to a Vote of Security Holders.

NACCO held its Annual Meeting of Stockholders on May 8, 2019. Reference is made to the Company's 2019 Proxy Statement filed with the Securities Exchange Commission on March 22, 2019 for more information regarding the Proposals set forth 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 eleven 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
J.C. Butler, Jr.       19,546,429         182,163           441,469
John S. Dalrymple, III 19,317,218         411,374           441,469
John P. Jumper         18,942,200         786,392           441,469
Dennis W. LaBarre      19,293,853         434,739           441,469
Timothy K. Light       19,596,524         132,068           441,469
Michael S. Miller      19,564,159         164,433           441,469
Richard de J. Osborne  19,290,087         438,505           441,469
Alfred M. Rankin, Jr.  19,085,165         643,427           441,469
Matthew M. Rankin      19,423,129         305,463           441,469
Britton T. Taplin      18,284,836       1,443,756           441,469
David B. H. Williams   19,455,924         272,668           441,469




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Proposal 2 - The stockholders approved the NACCO Industries, Inc. Amended and Restated Executive Long-Term Incentive Compensation Plan: For

              19,631,811
Against              91,526
Abstain               5,255
Broker Non-Votes    441,469


Proposal 3 - The stockholders approved The NACCO Industries, Inc. Non-Employee Directors' Equity Compensation Plan: For

              19,621,001
Against             102,790
Abstain               4,801
Broker Non-Votes    441,469


Proposal 4 - The stockholders approved the advisory vote to approve the Company's Named Executive Officer Compensation: For

              19,628,400
Against              92,974
Abstain               7,218
Broker Non-Votes    441,469



Proposal 5 - The stockholders ratified the appointment of Ernst & Young LLP as
the Independent Registered Public Accounting Firm of NACCO for 2019:
For     20,153,197
Against     13,637
Abstain      3,227



Proposal 6 - Stockholder proposal:
For               2,922,477
Against          16,706,865
Abstain              99,250
Broker Non-Votes    441,469


Item 9.01  Financial Statements and Exhibits.
(d)  Exhibits.
Exhibit No.      Exhibit Description
10.1               NACCO Industries, Inc. Amended and Restated Non-Employee
                 Directors' Equity Compensation Plan (effective May 8, 2019)
10.2               NACCO Industries, Inc. Amended and Restated Executive
                 Long-Term Incentive Compensation Plan (effective March 1,
                 2019)





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© Edgar Online, source Glimpses

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