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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
May 12,
2010
(Exact name of registrant as specified in its charter)
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| Delaware
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1-9172
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34-1505819 |
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| (State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 5875 Landerbrook Drive |
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| Cleveland, Ohio
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44124-4069 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (440) 449-9600
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
NACCO Industries, Inc. Incentive Compensation Plans
On March 12, 2010, a designated sub-committee of the Compensation Committee of the Board of
Directors of NACCO Industries, Inc. (“NACCO”) adopted (1) the NACCO Industries, Inc. Executive
Long-Term Incentive Compensation Plan (Amended and Restated Effective February 1, 2010) (the “NACCO
LTIP”) and (2) the NACCO Industries, Inc. Annual Incentive Compensation Plan (Effective January 1,
2010) (the “NACCO Annual Plan,” and, together with the NACCO LTIP, the “NACCO Compensation Plans”)
for the benefit of key employees of NACCO. The NACCO Compensation Plans were adopted to ensure
that all or a specified portion of the awards under the plans would continue to meet the criteria
for deductibility under Section 162(m) of the Internal Revenue Code (the “Code”). The NACCO
Compensation Plans were adopted subject to approval by the stockholders of NACCO. The stockholders
of NACCO approved the NACCO Compensation Plans on May 12, 2010.
NACCO Annual Plan
The NACCO Annual Plan replaces both the NACCO Industries, Inc. Supplemental Annual Incentive
Compensation Plan, which was terminated effective December 31, 2009, and the NACCO Industries, Inc.
2009 Annual Incentive Compensation Plan, which, by its terms, was only in effect during 2009. The
NACCO Annual Plan provides benefits that are substantially similar to those provided under the
prior NACCO annual plans, except that (1) the types of permitted performance objectives have been
expanded, (2) participants will be entitled to receive a pro-rata target award in the year in which
a change in control (as defined in the NACCO Annual Plan) occurs, and (3) the maximum amount that
can be paid to a participant in a single year as a result of awards under the NACCO Annual Plan has
been increased to $6,000,000.
The NACCO Annual Plan provides that each participant is eligible to earn a target incentive
award during a specified one-year performance period. The final payout for each individual under
the NACCO Annual Plan is generally based on the participant’s target award measured against
established performance criteria for the performance period.
NACCO LTIP
The NACCO LTIP was amended to, among other things, (1) increase the number of shares of
NACCO’s Class A Common Stock available for issuance under the NACCO LTIP by 174,044 shares, (2)
expand the types of permitted performance objectives, (3) provide that participants will be
entitled to receive a pro-rata target award in the year in which a change in control (as defined in
the NACCO LTIP) occurs, and (4) increase the maximum amount that can be paid to a participant in a
single year as a result of awards under the NACCO LTIP from $5,000,000 to $10,000,000.
Dollar-denominated target level awards under the NACCO LTIP are made to participants for
performance periods of one or more years (or portions thereof) in amounts determined pursuant to
performance goals and a formula which are based upon specified performance objectives. Awards
under the NACCO LTIP are paid partly in cash and partly in shares of NACCO’s Class A Common Stock.
The number of award shares is determined by dividing the stock component of the award by the
average share price.
The NACCO Compensation Committee, in its discretion, may increase or decrease awards under the
NACCO Compensation Plans and may approve the payment of awards where
performance would otherwise not meet the minimum criteria set for payment of awards, except that awards (or
portions thereof) that are intended to be “qualified performance-based awards” under Code Section
162(m) may not be increased.
2
For 2010, participants in the NACCO LTIP are eligible to earn a target incentive award for the
performance period of January 1, 2010 through December 31, 2010. On March 25, 2010, the NACCO
Compensation Committee adopted the following performance criteria under both the NACCO Annual Plan
and the NACCO LTIP for 2010: 100% of the award will be based on NACCO’s adjusted consolidated
return on total capital employed. Final incentive awards under the NACCO Compensation Plans for
2010 will be determined by the NACCO Compensation Committee following December 31, 2010 and such
awards will be paid during the period from January 1, 2011 through March 15, 2011 in cash and/or
shares of Class A Common Stock, as applicable, less applicable withholdings.
HBB Long-Term Incentive Compensation Plans
On March 12, 2010, a designated sub-committee of the Compensation Committee of the Board of
Directors of Hamilton Beach Brands, Inc. (“HBB”), a wholly-owned subsidiary of NACCO, adopted the
Hamilton Beach Brands, Inc. Long-Term Incentive Compensation Plan (Effective January 1, 2010) (the
“HBB LTIP”) for the benefit of key management employees of HBB.
The HBB LTIP was adopted as a replacement for The Hamilton Beach Brands, Inc. Long-Term
Incentive Compensation Plan (Effective January 1, 2008) (the “Old HBB LTIP”). The Old HBB LTIP was
terminated effective as of December 31, 2009. The HBB LTIP was adopted to ensure that all or a
specified portion of the awards under the plan would continue to meet the criteria for
deductibility under Code Section 162(m).
The HBB LTIP is substantially identical to the Old HBB LTIP except that (1) the maximum amount
that can be paid to a participant in a single year as a result of plan awards has been increased
from $2,250,000 ($4,000,000 with interest) to $5,000,000 ($7,000,000 with interest), (2) the types
of permitted performance objectives have been expanded, and (3) participants will be entitled to
receive a pro-rata target award in the year in which a change in control (as defined in the plan)
occurs.
The adoption of the HBB LTIP was subject to the approval by the stockholders of NACCO. The
stockholders of NACCO approved the HBB LTIP on May 12, 2010.
Awards under the HBB LTIP is made to participants for performance periods of one or more years
(or portions thereof) in amounts determined pursuant to performance goals and a formula that are
based upon specified performance objectives. Final incentive awards under the HBB LTIP for a
performance period will be calculated based on actual performance for the performance period
compared to the performance objectives established by the HBB Compensation Committee for such
performance period. Once the final amount of an award is approved by the HBB Compensation
Committee, it is credited to a separate sub-account established for each participant. Subject to
delayed payment rules for key employees under Code Section 409A, each sub-account will be paid at
the earliest of death, disability, retirement, a change in control (as defined in the plan) or the
third anniversary of the grant date of the award (which is the January 1st following the
end of a performance period).
The HBB Compensation Committee, in its discretion, may increase or decrease awards under the
HBB plan and may approve the payment of awards where performance would otherwise not meet the
minimum criteria set for payment of awards, except that awards (or portions thereof) that are
intended to be “qualified performance-based awards” under Code Section 162(m) may not be increased.
3
On March 25, 2010, the HBB Compensation Committee adopted the following performance criteria
under the HBB LTIP for the performance period for January 1, 2010 to December 31, 2010: 100% of the
award under the HBB LTIP will be based on HBB’s adjusted consolidated return on total capital
employed.
NA Coal Annual Incentive Compensation Plan
On March 12, 2010, a designated sub-committee of the Compensation Committee of the Board of
Directors of The North American Coal Corporation (“NA Coal”), a wholly-owned subsidiary of NACCO,
adopted The North American Coal Corporation Annual Incentive Compensation Plan (Effective January
1, 2010) (the “NA Coal Annual Plan”) for the benefit of key management employees of NA Coal and its
subsidiaries.
For periods prior to 2009, the annual incentive compensation that was paid to the employees of
NA Coal or its subsidiaries was paid under an annual incentive compensation plan that was adopted
each year. The NA Coal Annual Plan provides benefits that are substantially similar to those
provided under the prior NA Coal annual incentive compensation plans, except that (1) the types of
permitted performance objectives have been expanded, (2) the maximum amount that can be paid to a
participant in a single year as a result of awards under the NA Coal Annual Plan is $5,000,000, and
(3) participants will be entitled to receive a pro-rata target award in the year in which a change
in control (as defined in the NA Coal Annual Plan) occurs. The NA Coal Annual Plan was adopted to
ensure that all or a specified portion of the awards under the plan would meet the criteria for
deductibility under Code Section 162(m).
The adoption of the NA Coal Annual Plan was subject to the approval by the stockholders of
NACCO. The stockholders of NACCO approved the NA Coal Annual Plan on May 12, 2010.
The NA Coal Annual Plan provides that each participant is eligible to earn a target incentive
award during a specified one-year performance period. The final payout for each individual under
the NA Coal Annual Plan is generally based on the participant’s target award measured against
established performance criteria for the performance period.
The NA Coal Compensation Committee, in its discretion, may increase or decrease awards under
the plan and may approve the payment of awards where performance would otherwise not meet the
minimum criteria set for payment of awards, except that awards (or portions thereof) that are
intended to be “qualified performance-based awards” under Code Section 162(m) may not be increased.
On March 25, 2010, the NA Coal Compensation Committee adopted the following performance
criteria under the NA Coal Annual Plan for 2010: 100% of the award will be based on NA Coal’s
adjusted consolidated return on total capital employed. Final incentive awards under the NA Coal
Annual Plan for 2010 will be determined by the NA Coal Compensation Committee following December
31, 2010 and such awards will be paid during the period from January 1, 2011 through March 15, 2011
to participants in cash, less applicable withholdings.
The NACCO Compensation Plans, the HBB LTIP and the NA Coal Annual Plan are included in this
Current Report on Form 8-K as Exhibits 10.1 through 10.4 and are hereby incorporated herein by
reference. The foregoing summary is qualified in its entirety by reference to the full text of the
documents, which are exhibits hereto.
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| Item 5.07. |
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Submission of Matters to a Vote of Security Holders. |
NACCO held its Annual Meeting of Stockholders on May 12, 2010.
The stockholders elected each of the following nine nominees to the Board of Directors for a
one-year term:
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VOTES |
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VOTES |
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BROKER |
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DIRECTOR |
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FOR |
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WITHHELD |
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NON-VOTES |
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Owsley Brown II |
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21,199,789 |
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83,035 |
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339,296 |
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Dennis W. LaBarre |
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19,358,927 |
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1,923,897 |
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339,296 |
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Richard de J. Osborne |
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21,196,588 |
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86,236 |
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339,296 |
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Alfred M. Rankin, Jr. |
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21,156,493 |
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126,331 |
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339,296 |
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Michael E. Shannon |
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21,204,183 |
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78,641 |
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339,296 |
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Britton T. Taplin |
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21,175,788 |
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107,036 |
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339,296 |
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David F. Taplin |
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19,791,018 |
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1,491,806 |
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339,296 |
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John F. Turben |
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21,195,983 |
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86,841 |
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339,296 |
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Eugene Wong |
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21,204,811 |
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78,013 |
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339,296 |
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5
The stockholders approved the NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan (Amended and Restated
Effective February 1, 2010) for purposes of Section 162(m) of the Internal Revenue Code and Section
303A.08 of the New York Stock Exchange listing standards:
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For |
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20,967,452 |
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Against |
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263,125 |
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Abstain |
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52,247 |
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Broker Non-Votes |
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339,296 |
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21,622,120 |
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The stockholders approved the NACCO Materials Handling Group, Inc. Long-Term Incentive
Compensation Plan (Effective January 1, 2010) for purposes of Section 162(m) of the Internal
Revenue Code:
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For |
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21,107,837 |
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Against |
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122,878 |
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Abstain |
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52,109 |
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Broker Non-Votes |
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339,296 |
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21,622,120 |
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The stockholders approved the Hamilton Beach Brands, Inc. Long-Term Incentive Compensation
Plan (Effective January 1, 2010) for purposes of Section 162(m) of the Internal Revenue Code:
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For |
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21,148,760 |
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Against |
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82,233 |
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Abstain |
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51,831 |
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Broker Non-Votes |
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339,296 |
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21,622,120 |
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The stockholders approved the NACCO Industries, Inc. Annual Incentive Compensation Plan
(Effective January 1, 2010) for purposes of Section 162(m) of the Internal Revenue Code:
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For |
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21,058,494 |
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Against |
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172,471 |
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Abstain |
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51,859 |
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Broker Non-Votes |
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339,296 |
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21,622,120 |
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The stockholders approved the North American Coal Corporation Annual Incentive Compensation
Plan (Effective January 1, 2010) for purposes of Section 162(m) of the Internal Revenue Code:
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For |
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21,105,114 |
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Against |
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125,701 |
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Abstain |
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52,009 |
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Broker Non-Votes |
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339,296 |
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21,622,120 |
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6
The stockholders confirmed the appointment of Ernst & Young LLP as the Independent Registered
Public Accounting Firm of NACCO for the current fiscal year:
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For |
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21,539,657 |
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Against |
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33,231 |
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Abstain |
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49,232 |
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21,622,120 |
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| Item 9.01 |
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Financial Statements and Exhibits. |
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| Exhibit No. |
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Exhibit Description |
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10.1 |
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NACCO Industries, Inc. Executive Long-Term Incentive
Compensation Plan (Amended and Restated Effective February 1,
2010) (incorporated by reference to Appendix A to NACCO’s
Definitive Proxy Statement, filed by NACCO on March 26, 2010,
Commission File Number 1-9172) |
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10.2 |
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NACCO Industries, Inc. Annual Incentive Compensation Plan
(Effective January 1, 2010) (incorporated by reference to
Appendix D to NACCO’s Definitive Proxy Statement, filed by
NACCO on March 26, 2010, Commission File Number 1-9172) |
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10.3 |
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The Hamilton Beach Brands, Inc. Long-Term Incentive
Compensation Plan (Effective January 1, 2010) (incorporated by
reference to Appendix C to NACCO’s Definitive Proxy Statement,
filed by NACCO on March 26, 2010, Commission File Number 1-9172) |
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10.4 |
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The North American Coal Corporation Annual Incentive
Compensation Plan (Effective January 1, 2010) (incorporated by
reference to Appendix E to NACCO’s Definitive Proxy Statement,
filed by NACCO on March 26, 2010, Commission File Number 1-9172) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NACCO INDUSTRIES, INC.
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By: |
/s/ Charles A. Bittenbender
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Name: |
Charles A. Bittenbender |
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Title: |
Vice President, General Counsel and Secretary |
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Date: May 14, 2010
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Exhibit Index
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| Exhibit No. |
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Exhibit Description |
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10.1 |
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NACCO Industries, Inc. Executive Long-Term Incentive
Compensation Plan (Amended and Restated Effective February 1,
2010) (incorporated by reference to Appendix A to NACCO’s
Definitive Proxy Statement, filed by NACCO on March 26, 2010,
Commission File Number 1-9172) |
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10.2 |
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NACCO Industries, Inc. Annual Incentive Compensation Plan
(Effective January 1, 2010) (incorporated by reference to
Appendix D to NACCO’s Definitive Proxy Statement, filed by
NACCO on March 26, 2010, Commission File Number 1-9172) |
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10.3 |
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The Hamilton Beach Brands, Inc. Long-Term Incentive
Compensation Plan (Effective January 1, 2010) (incorporated by
reference to Appendix C to NACCO’s Definitive Proxy Statement,
filed by NACCO on March 26, 2010, Commission File Number 1-9172) |
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10.4 |
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The North American Coal Corporation Annual Incentive
Compensation Plan (Effective January 1, 2010) (incorporated by
reference to Appendix E to NACCO’s Definitive Proxy Statement,
filed by NACCO on March 26, 2010, Commission File Number 1-9172) |
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