Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 9, 2023, Hyster-Yale Materials Handling, Inc. (the "Company"), as part of
its long-term succession planning, appointed Rajiv K. Prasad, age 59, as
President and Chief Executive Officer ("CEO") of the Company, effective May 9,
2023 (the "Effective Date"). Alfred M. Rankin, Jr., who has served as the
Company's Chairman and CEO, assumed the role of Executive Chairman of the Board
of Directors (the "Board") of the Company on the Effective Date.
Mr. Prasad has served as the President of the Company from May 2022 to present,
the President and Chief Executive Officer of Hyster-Yale Group, Inc. ("HYG")
from January 2020 to present, the Chief Product and Operations Officer of HYG
from February 2018 to December 2019 and the Senior Vice President Global Product
Development, Manufacturing and Supply Chain Strategy from prior to 2018 to
February 2018. With over 15 years of service in the Company's senior management,
including as President and Chief Executive Officer of HYG, which includes both
Nuvera Fuel Cells, LLC and Bolzoni S.p.A. as well as the lift truck business,
Mr. Prasad has extensive knowledge of the Company's operations and strategies.
His engineering and product development experience will also allow him to
provide invaluable insight into the Company's long-term strategic plans.
In connection with his appointment as CEO, Mr. Prasad's base salary will
increase to an annual rate of $972,315 per year, effective as of the Effective
Date. Mr. Prasad's compensation will be further adjusted as follows: continued
participation in the Company's Annual Incentive Compensation Plan, with his
target cash opportunity increased from 75% of his former role's salary midpoint
(which is $811,500 for 2023) to 100% of his new role's salary midpoint (which is
$1,143,900 for 2023) (for 2023, this award will be prorated based on the
Effective Date); continued participation in the Company's Long-Term Equity
Incentive Plan, with his target opportunity increased from 160% of his former
role's salary midpoint (which is $811,500 for 2023) to 250% of his new role's
salary midpoint (which is $1,143,900 for 2023) and payment generally made 65% in
transfer-restricted shares and 35% in cash; and his perquisite cash allowance
increased from $35,000 to $45,000 per year. Mr. Prasad will continue to
participate in certain standard employee health, welfare and retirement
benefits.
As Executive Chairman of the Board, Mr. Rankin's base salary will be reduced to
an annual rate of $1,006,400 per year, effective as of the Effective Date. Mr.
Rankin's continued participation in the Company's Annual Incentive Compensation
Plan will be reduced, with his target cash opportunity reduced from 110% of his
former role's adjusted salary midpoint (which is $1,155,960 for 2023) to 90% of
his new role's salary midpoint (which is $1,006,400 for 2023) (for 2023, this
award will be prorated based on the Effective Date) and continued participation
in the Company's Long-Term Equity Incentive Plan, with his target opportunity
reduced from 290% of his former role's adjusted salary midpoint (which is
$1,155,960 for 2023) to 220% of his new role's salary midpoint (which is
$1,006,400 for 2023) and payment generally made 65% in transfer-restricted
shares and 35% in cash. Mr. Rankin's cash perquisite cash allowance will be
reduced from $40,500 to $40,000 per year. Mr. Rankin will continue to
participate in certain standard employee health, welfare and retirement
benefits.
On May 8, 2023, the Compensation Committee of the Board approved adjustments to
the compensation for Anthony J. Salgado, the Chief Operating Officer of HYG, to
reflect his increased responsibilities for the oversight of the Company's global
supply chain and manufacturing operations. Mr. Salgado's base salary will
increase to an annual rate of $616,250 per year, effective as of the Effective
Date. In addition, Mr. Salgado's compensation will be further adjusted as
follows: continued participation in the Company's Annual Incentive Compensation
Plan, with his target cash opportunity increased from 65% of his role's former
salary midpoint (which is $674,700 for 2023) to 70% of his role's new salary
midpoint (which is $770,300 for 2023) (for 2023, this award will be prorated
based on the Effective Date); continued participation in the Company's Long-Term
Equity Incentive Plan, with his target opportunity increased from 110% of his
role's former salary midpoint (which is $674,700 for 2023) to 145% of his role's
new salary midpoint (which is $770,300 for 2023) and payment generally made 65%
in transfer-restricted shares and 35% in cash; and his perquisite cash allowance
increased from $25,000 to $30,000 per year. Mr. Salgado will continue to
participate in certain standard employee health, welfare and retirement
benefits.
In addition, on May 9, 2023, at the Company's Annual Meeting of Stockholders,
the stockholders of the Company approved the amendment and restatement of the
Company's Non-Employee Directors' Equity Compensation Plan (the "Current
Directors' Plan"). We refer to the Current Directors' Plan, as amended and
restated at the Annual Meeting of Stockholders, as the "Amended Directors'
Plan"). The terms of the Amended Directors' Plan succeed those of the Current
Directors' Plan.
In general, the Amended Directors' Plan continues to provide for the payment to
the non-employee directors of the Company of a portion of their annual retainers
in capital stock of the Company in order to help further align the interests of
such directors with the stockholders of the Company, and promote the long-term
interests of the Company. Under the Amended Directors' Plan, the non-employee
directors are required to receive a portion (as determined by the Board) of
their annual retainer (in 2023, $140,000 out of $208,000) in shares of Class A
Common Stock, par value $1.00 per share, of the Company
--------------------------------------------------------------------------------
(which we refer to as "Mandatory Shares"). The non-employee directors 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 Stock (which we refer to as "Voluntary
Shares"). Directors are generally required to hold the Mandatory Shares for a
period of ten years from the last day of the calendar quarter for which the
Mandatory Shares were earned and, during that ten-year holding period, the
Mandatory Shares cannot be assigned, pledged or otherwise transferred, subject
to certain limited exceptions. Subject to adjustment as described in (plus the
share counting rules for) the Amended Directors' Plan, a total of 200,000 shares
of Class A Common Stock are available for awards granted under the Amended
Directors' Plan. Also subject to adjustment as described in the Amended
Directors' Plan, the maximum amount paid to a non-employee director in any
calendar year beginning on or after January 1, 2019 shall not exceed the greater
of (1) $1,250,000 or (2) the fair market value of 20,000 shares of Class A
Common Stock.
Company shareholder approval of the Amended Directors' Plan also extended the
. . .
Item 5.07. Submission of Matters to a Vote of Security Holders.
Hyster-Yale Materials Handling, Inc. (the "Company") held its Annual Meeting of
Stockholders on May 9, 2023.
The stockholders elected the following thirteen nominees to the Board of
Directors until the next annual meeting and until their successors are elected:
DIRECTOR VOTE FOR VOTES WITHHELD BROKER NON-VOTES
Colleen R. Batcheler 47,423,552 124,918 998,031
James B. Bemowski 47,375,587 172,883 998,031
J.C. Butler, Jr. 44,132,077 3,416,393 998,031
Carolyn Corvi 45,568,309 1,980,161 998,031
Edward T. Eliopoulos 47,164,677 383,793 998,031
John P. Jumper 44,771,781 2,776,689 998,031
Dennis W. LaBarre 43,646,215 3,902,255 998,031
H. Vincent Poor 45,656,188 1,892,282 998,031
Rajiv K. Prasad 46,900,918 647,552 998,031
Alfred M. Rankin, Jr. 45,371,384 2,177,086 998,031
Claiborne R. Rankin 45,348,919 2,199,551 998,031
Britton T. Taplin 45,344,046 2,204,424 998,031
David B.H. Williams 45,324,803 2,223,667 998,031
The stockholders approved, on an advisory basis, the Company's named executive
officer compensation:
For 46,166,251
Against 1,349,904
Abstain 32,326
Broker non-votes 998,031
--------------------------------------------------------------------------------
The stockholders approved the Hyster-Yale Materials Handling, Inc. Non-Employee
Directors' Equity Compensation Plan (As Amended and Restated Effective May 9,
2023):
For
47,435,722
Against 92,168
Abstain 20,591
Broker non-votes 998,031
The stockholders confirmed the appointment of Ernst & Young LLP as the
independent registered public accounting firm of the Company for the current
fiscal year:
For 48,133,366
Against 397,683
Abstain 15,463
Item 8.01. Other Events
The updated legal opinion of Suzanne Schulze Taylor, Senior Vice President,
General Counsel and Secretary of the Company, is filed as Exhibit 5.1 to this
Current Report on Form 8-K and is incorporated by reference thereto into the
Registration Statement on Form S-8 (File No. 333-271580), which was filed with
the Securities and Exchange Commission on May 2, 2023.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
5.1 Opinion of Suzanne Schulze Taylor, Senior Vice President, General Counsel
and Secretary of the Company
10.1 Non-Employee Directors' Equity Compensation Plan (Amended and Restated
Effective May 9, 2023) (incorporated herein by reference to Appendix A to the
Company's Definitive Proxy Statement on Schedule 14A (Commission File No.
000-54799), filed March 29, 2023)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
HYSTER-YALE MATERIALS HANDLING, INC. 
