NACCO Industries Inc.

05/18/2026 | Press release | Distributed by Public on 05/18/2026 14:32

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.
We held our Annual Meeting of Stockholders (the "Annual Meeting") on May 15, 2026. Reference is made to our 2026 Proxy Statement (the "Proxy Statement") filed with the Securities Exchange Commission on March 31, 2026. Refer to our Proxy Statement 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. 19,277,020 873,751 440,344
John S. Dalrymple, III 19,325,356 825,415 440,344
John P. Jumper 19,325,994 824,777 440,344
Dennis W. LaBarre 19,247,589 903,182 440,344
W. Paul McDonald 20,129,245 21,526 440,344
Michael S. Miller 19,324,450 826,321 440,344
Alfred M. Rankin, Jr. 18,992,898 1,157,873 440,344
Matthew M. Rankin 19,326,893 823,878 440,344
Valerie Gentile Sachs 18,894,922 1,255,849 440,344
Robert S. Shapard 20,110,495 40,276 440,344
Britton T. Taplin 19,327,775 822,996 440,344
Proposal 2 - The stockholders approved the NACCO Industries, Inc.'s Amended and Restated Executive Long-Term Incentive Compensation Plan:
For 19,997,399
Against 128,053
Abstain 25,319
Broker Non-Votes 440,344
Proposal 3 - The stockholders approved, on an advisory basis, our Named Executive Officer (NEO) Compensation:
For 20,071,173
Against 52,619
Abstain 26,979
Broker Non-Votes 440,344
Proposal 4 - The stockholders recommended, on an advisory basis, that the frequency of future advisory votes to approve the Company's NEO compensation should occur every one year:
1 year 19,730,418
2 years 26,547
3 years 383,599
Abstain 10,207
Broker Non-Votes 440,344
In accordance with the voting results for this proposal, the Board has determined, as was recommended with respect to this proposal by the Board in the Company's Proxy Statement for the Annual Meeting, that an advisory vote to approve the
Company's NEO be conducted every year until the occurrence of the next advisory vote on the frequency of such advisory say-on-pay votes.
Proposal 5 - The stockholders ratified the appointment of Ernst & Young LLP as our Independent Registered Public
Accounting Firm for 2026:
For 20,526,891
Against 56,492
Abstain 7,732
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