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NACCO (NYSE: NC) holders back amended long-term incentive and say-on-pay

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8-K

Rhea-AI Filing Summary

NACCO Industries, Inc. adopted an Amended and Restated Long-Term Executive Compensation Plan and reported voting results from its 2026 annual stockholder meeting. The plan increases the pool of Class A Common shares available for awards to 800,000 and extends the term so no award shares may be issued after March 1, 2036.

The plan, effective March 1, 2026, covers selected salaried executives on the U.S. payroll, with 96 of 1,763 employees eligible as of March 4, 2026. Annual payouts to any participant are capped at the greater of $12 million or the fair market value of 500,000 award shares.

Shareholders approved the amended executive long-term incentive plan by 19,997,399 votes for and supported the company’s named executive officer compensation and an annual say-on-pay frequency. All eleven director nominees were elected, and Ernst & Young LLP was ratified as independent auditor for 2026.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Plan share pool 800,000 shares Class A Common shares available under Amended Long-Term Equity Plan effective March 1, 2026
Plan term end March 1, 2036 No award shares may be issued or transferred on or after this date
Per-participant annual cap $12 million or value of 500,000 shares Maximum amount from awards in a single calendar year, including award share value
Eligible participants 96 of 1,763 employees Executives eligible for the amended plan as of March 4, 2026
CEO 2026 target award $1,718,376 Target award for one-year performance period ending December 31, 2026
Executive group target $430,727 Target 2026 award value for three-person executive group
Non-executive employee target $3,037,323 Aggregate 2026 target awards for 96 non-executive employees
Plan approval votes 19,997,399 for Shareholder votes in favor of the amended long-term incentive plan
Amended and Restated Long-Term Executive Compensation Plan financial
"the Board adopted NACCO Industries, Inc.'s Amended and Restated Long-Term Executive Compensation Plan"
performance-based award opportunities financial
"The Amended Long-Term Equity Plan authorizes our CHC Committee to provide performance-based award opportunities"
Named Executive Officer (NEO) Compensation financial
"The stockholders approved, on an advisory basis, our Named Executive Officer (NEO) Compensation"
Broker Non-Votes financial
"Broker Non-Votes | 440,344"
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.
advisory vote financial
"the frequency of future advisory votes to approve the Company's NEO compensation should occur every one year"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
Independent Registered Public Accounting Firm financial
"ratified the appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm 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.
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 15, 2026
NACCO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware1-917234-1505819
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
22901 Millcreek Blvd
Suite 600
Cleveland, Ohio44122
(Address of principal executive offices)(Zip code)
(440)229-5151
(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
Name of each exchange on which registered
Class A Common Stock, $1 par value per shareNCNew York Stock Exchange
Class A Common Stock, $1 par value per shareNCNYSE Texas
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b2 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

NACCO Industries, Inc. Amended and Restated Long-Term Executive Compensation Plan
On March 1, 2026, the Board of Directors (the “Board”) of NACCO Industries, Inc.® (“NACCO”, the “Company”, “we”, “our” or “us”) adopted NACCO Industries, Inc.'s Amended and Restated Long-Term Executive Compensation Plan (the “Amended Long-Term Equity Plan”). Prior versions of the plan document were previously approved by stockholders, most recently in 2023 (“Current Plan”). The Amended Long-Term Equity Plan replaces the Current Plan.

In approving the Amended Long-Term Equity Plan, the Board made the following material changes, along with certain other immaterial and clarifying changes, to the Current Plan:

•Increase in Shares Available for Awards: Effective March 1, 2026, the number of Class A Common shares under the Amended Long-Term Equity Plan is 800,000.

•Extension of Plan Term: The Current Plan provides that no Award Shares may be issued or transferred under the Current Plan on or after March 1, 2033. The Amended Long-Term Equity Plan provides that no Award Shares may be issued or transferred under the Amended Long-Term Equity Plan on or after March 1, 2036.

The Amended Long-Term Equity Plan was effective March 1, 2026 but the issuance of Class A Common with respect to target awards granted for performance periods beginning on or after January 1, 2026 was subject to the approval of the plan by the stockholders of NACCO. The stockholders of NACCO approved the Amended Long-Term Equity Plan on May 15, 2026.

In general, the Amended Long-Term Equity Plan will be administered by the Compensation and Human Capital Committee of the Board (the "CHC Committee") and will enable the CHC Committee to provide awards to salaried employees of the Company and its wholly owned subsidiaries on a U.S. payroll who, in the judgment of the CHC Committee, occupy executive positions in which their efforts may contribute to the interests of the Company.

As of March 4, 2026, 96 employees (out of 1,763 employees) are in the class of eligible participants for the Amended Long-Term Equity Plan. The CHC Committee approves Amended Long-Term Equity Plan participants, the performance period, and applicable performance objectives for each award. The basis for participation in the Amended Long-Term Equity Plan by eligible persons is the selection of such persons by the CHC Committee or its delegate in its discretion.

The Amended Long-Term Equity Plan authorizes our CHC Committee to provide performance-based award opportunities that are payable partly in cash and partly in Class A Common shares for the purpose of providing certain key employees incentives and rewards for performance. Under no circumstances will the amount paid to any participant in a single calendar year as a result of awards under the Amended Long-Term Equity Plan (including the fair market value of any Award Shares) exceed the greater of (i) $12 million or (ii) the fair market value of 500,000 Award Shares, determined at the time of payment.

On March 11, 2026, the CHC Committee finalized the approval of the performance objectives and targets for the awards that may be earned for the one-year performance period ending December 31, 2026. The following chart shows the anticipated target awards for 2026:

Name and PositionDollar Value
J.C. Butler, Jr. - President and CEO of NACCO; President and CEO of NNR$1,718,376
Carroll Dewing - Senior Vice President and Chief Operating Officer of NNR$297,735
John Neumann - Senior Vice President, General Counsel and Secretary of NACCO; Vice President, General Counsel and Secretary of NNR$234,198
Executive Group (3 persons)$430,727
Non-Executive Director Group (10 persons)—
Non-Executive Employee Group (96 persons)$3,037,323

The Amended Long-Term 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 Long-Term Equity Plan.



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:

DIRECTORVOTE FORVOTE WITHHELDBROKER NON-VOTES
J.C. Butler, Jr.19,277,020873,751440,344
John S. Dalrymple, III19,325,356825,415440,344
John P. Jumper19,325,994824,777440,344
Dennis W. LaBarre19,247,589903,182440,344
W. Paul McDonald20,129,24521,526440,344
Michael S. Miller19,324,450826,321440,344
Alfred M. Rankin, Jr.18,992,8981,157,873440,344
Matthew M. Rankin19,326,893823,878440,344
Valerie Gentile Sachs18,894,9221,255,849440,344
Robert S. Shapard20,110,49540,276440,344
Britton T. Taplin19,327,775822,996440,344

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

For19,997,399
Against128,053
Abstain25,319
Broker Non-Votes440,344

Proposal 3 - The stockholders approved, on an advisory basis, our Named Executive Officer (NEO) Compensation:

For20,071,173
Against52,619
Abstain26,979
Broker Non-Votes440,344

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 year19,730,418
2 years26,547
3 years383,599
Abstain10,207
Broker Non-Votes440,344

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:

For20,526,891
Against56,492
Abstain7,732


Item 9.01 Financial Statements and Exhibits.

The following exhibit is filed herewith:
(d) Exhibits
10.1
NACCO Industries, Inc.'s Amended and Restated Executive Long-Term Incentive Compensation Plan (effective March 1, 2026)
104Cover Page Interactive Data File (embedded within the Inline XBRL document)






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 18, 2026NACCO INDUSTRIES, INC.
By:/s/ Elizabeth I. Loveman
Elizabeth I. Loveman
Senior Vice President and Controller


Source: View Original Filing on SEC EDGAR

FAQ

What changes did NACCO (NC) make to its long-term executive compensation plan?

NACCO adopted an Amended and Restated Long-Term Executive Compensation Plan effective March 1, 2026. It increases available Class A Common shares for awards to 800,000 and extends the plan so no award shares may be issued or transferred on or after March 1, 2036.

How many employees are eligible under NACCO (NC)'s amended long-term plan?

The amended plan targets a select executive group. As of March 4, 2026, 96 employees out of 1,763 total employees are eligible participants, reflecting a focus on key salaried executives on the U.S. payroll whose performance may significantly impact the company.

What is the maximum annual payout to a participant under NACCO (NC)'s plan?

Each participant’s annual payout is strictly capped. The limit is the greater of $12 million or the fair market value of 500,000 award shares in a single calendar year, including both cash components and the value of any Class A Common award shares.

How did NACCO (NC) shareholders vote on the amended long-term incentive plan?

Shareholders approved the amended executive long-term incentive plan with 19,997,399 votes for, 128,053 against, 25,319 abstentions, and 440,344 broker non-votes. This stockholder approval was required for issuing Class A Common shares tied to certain performance awards.

What were the 2026 target awards for NACCO (NC)'s top executives?

Target 2026 awards are substantial for senior leadership. The President and CEO’s target award is $1,718,376, while key executives Carroll Dewing and John Neumann have targets of $297,735 and $234,198, respectively, for the one-year performance period ending December 31, 2026.

How did NACCO (NC) shareholders vote on say-on-pay and its frequency?

Shareholders supported executive pay and annual say-on-pay votes. Named Executive Officer compensation received 20,071,173 votes for. For vote frequency, 19,730,418 favored every one year, and the Board decided to continue annual advisory say-on-pay votes consistent with this outcome.

Who was ratified as NACCO (NC)'s independent auditor for 2026?

Ernst & Young LLP was ratified as independent auditor for 2026. The ratification vote received 20,526,891 votes for, 56,492 against, and 7,732 abstentions, confirming shareholder support for the company’s choice of external audit firm for the fiscal year.

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