NACCO INDUSTRIES INC 8-K

What Happened

• NACCO Industries, Inc. announced that its Board adopted an Amended and Restated Long-Term Executive Compensation Plan effective March 1, 2026, which was approved by stockholders on May 15, 2026. The amended plan increases the pool of Class A Common shares available for awards to 800,000 and extends the plan term so no award shares may be issued on or after March 1, 2036.
• The Compensation and Human Capital (CHC) Committee will administer the plan for eligible U.S.-payrolled salaried employees (96 employees were in the eligible class as of March 4, 2026). The CHC Committee approved performance objectives for the one-year performance period ending December 31, 2026 and set target award values for named executives and groups on March 11, 2026.

Key Details

• Effective date of amended plan: March 1, 2026; stockholder approval: May 15, 2026.
• Share pool under the plan: 800,000 Class A Common shares (up from prior authorization).
• Plan term extended: awards may not be issued on or after March 1, 2036 (previously March 1, 2033).
• Per-participant payment cap: greater of $12 million or the fair market value of 500,000 Award Shares in any single calendar year.
• Target award amounts for 2026 (selected): J.C. Butler, Jr. $1,718,376; Carroll Dewing $297,735; John Neumann $234,198; Executive Group (3) $430,727; Non‑Executive Employee Group (96) $3,037,323.
• Annual meeting votes (May 15, 2026): all 11 director nominees elected; Amended Long‑Term Equity Plan approved (For 19,997,399); advisory say‑on‑pay approved (For 20,071,173); shareholders chose annual advisory votes on NEO compensation (1 year favored); Ernst & Young LLP ratified as auditor.

Why It Matters

• The amended plan increases the equity available for executive and key employee incentive awards and extends the period during which awards can be granted, which can affect future share-based compensation expense and potential share dilution. Stockholder approval confirms investor support for the plan and for management’s compensation approach.
• The per-participant cap ($12 million or value of 500,000 shares) and the CHC Committee’s role set the governance limits and oversight on how awards will be granted and measured against performance objectives, providing clarity on how NACCO intends to incentivize senior management.