Hamilton Beach holders back board and pay plan

Hamilton Beach Brands Holding Company reported results of its 2026 annual stockholder meeting held on May 7, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Hamilton Beach Brands Holding Company reported results of its 2026 annual stockholder meeting held on May 7, 2026. Stockholders elected twelve directors to the Board of Directors, with each nominee receiving over 39 million votes in favor and only modest votes withheld.

Stockholders also approved, on a non-binding advisory basis, the Company’s Named Executive Officer compensation, with 41,419,189 votes for, 206,237 against, 390,666 abstentions and 596,452 broker non-votes. In addition, stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026 by a wide margin, with 42,592,210 votes for, 13,361 against and 6,973 abstentions.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay votes for: 41,419,189 votes Say-on-pay votes against: 206,237 votes Auditor ratification votes for: 42,592,210 votes +3 more

6 metrics

Say-on-pay votes for 41,419,189 votes Advisory approval of Named Executive Officer compensation

Say-on-pay votes against 206,237 votes Advisory approval of Named Executive Officer compensation

Auditor ratification votes for 42,592,210 votes Ratification of Ernst & Young LLP for 2026

Auditor ratification votes against 13,361 votes Ratification of Ernst & Young LLP for 2026

Votes for director April L. Lane 41,987,872 votes Election to Board of Directors

Votes for director Dennis W. LaBarre 39,262,457 votes Election to Board of Directors

Key Terms

Broker Non-Votes, Named Executive Officer compensation, Independent Registered Public Accounting Firm, advisory basis

4 terms

Broker Non-Votes financial

"DIRECTOR | VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Named Executive Officer compensation financial

"The stockholders approved, on an advisory basis, the Company’s Named Executive Officer compensation"

Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.

Independent Registered Public Accounting Firm financial

"ratified the appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm of the Company for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"The stockholders approved, on an advisory basis, the Company’s Named Executive Officer compensation"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Hamilton Beach Brands (HBB) shareholders decide at the 2026 annual meeting?

Shareholders elected twelve directors, approved executive pay on an advisory basis, and ratified Ernst & Young LLP as auditor. Each proposal received strong support, with more than 39 million votes for every director nominee and over 42.5 million votes to ratify the auditor.

How did Hamilton Beach Brands (HBB) shareholders vote on executive compensation?

Shareholders approved the Named Executive Officer compensation on an advisory basis, with 41,419,189 votes for, 206,237 against, and 390,666 abstentions. There were 596,452 broker non-votes. This reflects broad but not unanimous support for the company’s current executive pay program.

Which auditor did Hamilton Beach Brands (HBB) shareholders ratify for 2026?

Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for 2026. The vote was 42,592,210 for, 13,361 against, and 6,973 abstentions, indicating very strong shareholder backing for continuing with Ernst & Young LLP as auditor.

How many directors were elected to Hamilton Beach Brands’ board at the 2026 meeting?

Twelve directors were elected to the board to serve until the next annual meeting and until successors are elected. Each nominee, including Mark R. Belgya and April L. Lane, received more than 39 million votes for and relatively few votes withheld.

Did any Hamilton Beach Brands (HBB) director nominees face significant opposition?

All twelve director nominees were elected with strong support. Votes for ranged from 39,262,457 to 41,987,872, while votes withheld were comparatively low. No nominee appears to have faced substantial opposition based on the reported vote totals.

What does ‘broker non-votes’ mean in the Hamilton Beach Brands 2026 vote results?

Broker non-votes are shares held by brokers that were not voted on certain proposals because the beneficial owners gave no instructions. For director elections and say-on-pay, broker non-votes totaled 596,452 shares, but they did not affect approval since support levels were high.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 04:05 PM

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 7, 2026

HAMILTON BEACH BRANDS HOLDING COMPANY
(Exact name of registrant as specified in its charter)

Delaware		001-38214	31-1236686
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)

4421 WATERFRONT DR	GLEN ALLEN	VA	23060
(Address of principal executive offices)			(Zip code)

	(804)	273-9777
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, Par Value $0.01 Per Share

HBB

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

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

Hamilton Beach Brands Holding Company (the “Company”) held its 2026 Annual Meeting of stockholders on May 7, 2026. Reference is made to the Company’s 2026 definitive Proxy Statement filed with the Securities and Exchange Commission on March 25, 2026 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 twelve nominees to the Board of Directors until the next annual meeting and until their successors are elected:


DIRECTOR	VOTES FOR	VOTES WITHHELD	BROKER NON-VOTES
Mark R. Belgya	41,141,827	874,265	596,452
J.C. Butler, Jr.	39,971,850	2,044,242	596,452
Paul D. Furlow	41,141,774	874,318	596,452
Dennis W. LaBarre	39,262,457	2,753,635	596,452
April L. Lane	41,987,872	28,220	596,452
Bela S. Mehta	41,980,570	35,522	596,452
Michael S. Miller	40,848,855	1,167,237	596,452
Alfred M. Rankin, Jr.	40,198,655	1,817,437	596,452
Thomas T. Rankin	40,579,618	1,436,474	596,452
James A. Ratner	40,842,485	1,173,607	596,452
R. Scott Tidey	41,963,538	52,554	596,452
Clara R. Williams	40,772,467	1,243,625	596,452

Proposal 2 - The stockholders approved, on an advisory basis, the Company’s Named Executive Officer compensation:


Votes For			41,419,189
Votes Against			206,237
Abstentions			390,666
Broker Non-Votes			596,452

Proposal 3 - The stockholders ratified the appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm of the Company for 2026:


Votes For			42,592,210
Votes Against			13,361
Abstentions			6,973
Broker Non-Votes			—

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.



Date:	May 11, 2026		HAMILTON BEACH BRANDS HOLDING COMPANY

		By:	/s/ Andrew C. Carington
		Name:	Andrew C. Carington
		Title:	Senior Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

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