S-8

As filed with the Securities and Exchange Commission on May 31, 2019.

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HYSTER-YALE MATERIALS HANDLING, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	31-1637659
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

5875 Landerbrook Drive

Cleveland, Ohio 44124

(440) 449-9600

(Address of Principal Executive Offices Including Zip Code)

Hyster-Yale Materials Handling, Inc. Non-Employee Directors’ Equity Compensation Plan

(As Amended and Restated Effective May 17, 2019)

(Full Title of the Plan)

Suzanne Schulze Taylor

Vice President, General Counsel and Secretary

5875 Landerbrook Drive

Cleveland, Ohio 44124

(440) 449-9600

(Name, Address and Telephone Number of Agent For Service)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

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. o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)(2)	Proposed Maximum Offering Price Per Share (3)	Proposed Maximum Aggregate Offering Price (3)	Amount of Registration Fee (3)
Class A common stock, $0.01 par value per share	100,000	$44.47	$4,447,000	$538.98

(1) Reflects maximum number of shares of Class A common stock, par value $0.01 per share (the "Common Stock"), of Hyster-Yale Materials Handling, Inc. (the “Registrant”) issuable pursuant to the Hyster-Yale Materials Handling, Inc. Non-Employee Directors’ Equity Compensation Plan (As Amended and Restated Effective May 17, 2019) (the “Plan”) being registered hereby.

(2) Pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”), this Registration Statement also covers such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan.

(3) Estimated solely for the purposes of determining the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices of Common Stock on the New York Stock Exchange on May 28, 2019, which is a date within five business day prior to filing.

EXPLANATORY NOTE

The Registrant hereby files this Registration Statement on Form S-8 to register an additional 100,000 shares of Common Stock under the Plan for which a previously filed registration statement on Form S-8 relating to the Plan is effective. Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the content of the Registration Statement on Form S-8 (Registration No. 333-184709) filed by the Registrant on November 1, 2012, including all attachments and exhibits thereto, except to the extent supplemented, amended or superseded by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which are on file with the Securities and Exchange Commission (the “Commission”), are incorporated in this Registration Statement by reference:

• The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 (Commission File No. 000-54799) filed with the Commission on February 26, 2019;

• The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (Commission File No. 000-54799) filed with the Commission on April 30, 2019;

• The Registrant’s Current Reports on Form 8-K filed with the Commission on April 9, 2019 and May 22, 2019; and

• The description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A (Commission No. 001-35646) filed with the Commission on September 7, 2012, including any subsequently filed amendments and reports updating such description.

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel.

The legality of the securities being offered hereby will be passed upon by Suzanne Schulz Taylor, Senior Vice President, General Counsel and Secretary of the Registrant. As of May 1, 2019, Ms. Taylor beneficially owned 16,725 shares of Common Stock.

Item 8. Exhibits.

Exhibit Number	Description
4.1	Second Amended and Restated Certificate of Incorporation of Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 3.1 to the Registrant's Amendment No. 5 to the Registration Statement on Form S-1, dated September 26, 2012, Commission File No. 333-182388.
4.2	Amended and Restated By-laws of Hyster-Yale Materials Handling, Inc. are incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, dated February 17, 2015, Commission File No. 000-54799.
4.3	Specimen of Hyster-Yale Materials Handling, Inc. Class A Common Stock certificate is incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, dated June 28, 2012, Commission File No. 333-182388.
4.4	Stockholders' Agreement, dated as of September 28, 2012, by and among the Participating Stockholders (as defined therein), Hyster-Yale Materials Handling, Inc. and the Depository (as defined therein) is incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, dated October 4, 2012, Commission File No. 1-35646.
4.5	First Amendment to Stockholders' Agreement, dated as of December 31, 2012, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10.5 to the Registrant's Annual Report on Form 10-K, filed by the Company on February 19, 2013, Commission File Number 000-54799.
4.6	Second Amendment to Stockholders' Agreement, dated as of January 18, 2013, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10.6 to the Registrant's Annual Report on Form 10-K, filed by the Company on February 19, 2013, Commission File Number 000-54799.

Exhibit Number	Description
4.7	Third Amendment to Stockholders' Agreement, dated as of March 27, 2015, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed by the Company on April 29, 2015, Commission File Number 000-54799.
4.8	Fourth Amendment to Stockholders' Agreement, dated as of December 29, 2015, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10 filed with Amendment No. 4 to the Statement on Schedule 13D, filed by the Reporting Persons named therein on February 16, 2016, Commission File Number 005-87003.
4.9	Fifth Amendment to Stockholders' Agreement, dated as of December 2, 2016, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit No. 11 filed with Amendment No. 5 to the Statement on Schedule 13D, filed by the reporting persons named therein on February 14, 2017, Commission File Number 005-38001.
4.10	Sixth Amendment to Stockholders' Agreement, dated as of December 22, 2016, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit No. 12 filed with Amendment No. 5 to the Statement on Schedule 13D, filed by the reporting persons named therein on February 14, 2017, Commission File Number 005-38001.
4.11	Seventh Amendment to Stockholders' Agreement, dated as of February 6, 2017, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed by the Company on May 2, 2017, Commission File Number 000-54799.
4.12	Eighth Amendment to Stockholders' Agreement, dated as of October 30, 2018, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K, filed by the Company on February 26, 2019, Commission File Number 000-54799.
4.13	Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan is incorporated by reference to Exhibit 10.69 to the Registrant’s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File Number 333-182388.
5.1	Opinion of Suzanne Schulze Taylor, Senior Vice President, General Counsel and Secretary of the Registrant.
10.1	Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan (As Amended and Restated Effective May 17, 2019).
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Suzanne Schulze Taylor, Senior Vice President, General Counsel and Secretary of the Registrant (included in Exhibit 5.1)
24.1	Power of Attorney of Alfred M. Rankin, Jr.
24.2	Power of Attorney of Kenneth C. Schilling
24.3	Power of attorney for James B. Bemowski.
24.4	Power of attorney for John C. Butler Jr.
24.5	Power of attorney for Carolyn Corvi.
24.6	Power of attorney for John P. Jumper.
24.7	Power of attorney for Dennis W. LaBarre.
24.8	Power of attorney for H. Vincent Poor.
24.9	Power of attorney for Claiborne R. Rankin.
24.10	Power of attorney for Britton T. Taplin.
24.11	Power of attorney for Eugene Wong.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cleveland, Ohio, on this 31st day of May, 2019.

	HYSTER-YALE MATERIALS HANDLING, INC.
By:	/s/ Suzanne Schulze Taylor
	Name: Suzanne Schulze Taylor
	Title: Senior Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

*	Chairman, President and Chief Executive Officer (principal executive officer), Director	May 31, 2019
Alfred M. Rankin, Jr.
*	Senior Vice President and Chief Financial Officer (principal financial and accounting officer)	May 31, 2019
Kenneth C. Schilling
*	Director	May 31, 2019
James B. Bemowski
*	Director	May 31, 2019
J.C. Butler, Jr.
*	Director	May 31, 2019
Carolyn Corvi
*	Director	May 31, 2019
John P. Jumper
*	Director	May 31, 2019
Dennis W. LaBarre
*	Director	May 31, 2019
H. Vincent Poor
*	Director	May 31, 2019
Claiborne R. Rankin
*	Director	May 31, 2019
Britton T. Taplin
*	Director	May 31, 2019
Eugene Wong

* The undersigned, pursuant to a power of attorney, executed by each of the officers and directors above and filed with the Commission herewith, by signing her name hereto, does hereby sign and deliver this Registration Statement on behalf of each of the persons noted above in the capacities indicated.

By:	/s/ Suzanne Schulze Taylor
	Name: Suzanne Schulze Taylor
	Title: Senior Vice President, General Counsel and Secretary

EX-5.1

Exhibit 5.1

Suzanne Schulze Taylor

Senior Vice President, General Counsel

and Secretary

May 30, 2019

Hyster-Yale Materials Handling, Inc.

5875 Landerbrook Drive

Suite 300

Cleveland, Ohio 44124

Re: Registration Statement on Form S-8 filed by Hyster-Yale Materials Handling, Inc.

Non-Employee Directors’ Equity Compensation Plan (as Amended and Restated Effective May 17, 2019)

Ladies and Gentlemen:

I am the Senior Vice President, General Counsel and Secretary of Hyster-Yale Materials Handling, Inc., a Delaware corporation (the “Company). This opinion is delivered in connection with the Hyster-Yale Materials Handling, Inc. Non-Employee Directors’ Equity Compensation Plan (as Amended and Restated Effective May 17, 2019) (the “Plan”). In connection with the opinions expressed herein, I have examined such documents, records and matters of law as I have deemed relevant or necessary for purposes of this opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, I am of the opinion that the 100,000 shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.01 per share, that may be issued or delivered and sold pursuant to the Plan will be, when issued or delivered and sold in accordance with such Plan and agreements, validly issued, fully paid and nonassessable, provided that the consideration for such shares is at least equal to the stated par value thereof.

The opinions expressed herein are limited to the General Corporation Law of the State of Delaware, as currently in effect, and I express no opinion as to the effect of any other law of the State of Delaware or the laws of any other jurisdiction. In addition, I have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan and the applicable award agreements will be in full force and effect at all times at which such Shares are issued or delivered or sold by the Company, and the Company will take no action inconsistent with such resolutions.

In rendering the opinion above, I have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect the registration of the Shares to be issued and sold pursuant to the Plan under the Securities Act of 1933 (the “Act”). In giving such consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Suzanne Schulze Taylor

Suzanne Schulze Taylor

5875 Landerbrook Drive Ÿ Suite 300 Ÿ Cleveland, Ohio 44124-4069 Ÿ Telephone 440-449-9600

EX-10.1

EXHIBIT 10.1

HYSTER-YALE MATERIALS HANDLING INC.

NON-EMPLOYEE DIRECTORS' EQUITY COMPENSATION PLAN

(AMENDED AND RESTATED EFFECTIVE MAY 17, 2019)

Purpose of the Plan

The purpose of this Non-Employee Directors’ Equity Compensation Plan (the “Plan”) is to provide for the payment to the non-employee Directors of Hyster-Yale Materials Handling, Inc. (the “Company”) of a portion of their Directors’ fees in capital stock of the Company in order to further align the interests of the Directors with the stockholders of the Company and thereby promote the long-term interests of the Company.

1. Effective Date

This Plan was originally effective as of September 28, 2012. This amended and restated Plan is effective May 17, 2019(the “Effective Date”), subject to the approval of the Plan by the stockholders of the Company as of such Effective Date.

2. Definitions

(a)“Average Share Price” means the average of the closing price per share of Class A Common Stock on the New York Stock Exchange on the Friday (or if Friday is not a trading day, the last trading day before such Friday) for each week of the calendar quarter ending on the Quarter Date.

(b)“Board” means the Board of Directors of the Company.

(c)“Class A Common Stock” means (i) the Company’s Class A Common Stock, par value $1.00 per share and (ii) any security into which Class A Common Stock may be converted by reason of any transaction or event of the type referred to in Section 5(c) of the Plan.

(d)“Director” means an individual duly elected or chosen as a director of the Company who is not also an employee of the Company or its subsidiaries.

(e)“Extraordinary Event” shall have the meaning set forth in Section 5.

(f)“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.

(g)“Payment Deadline” means the date that is the fifteenth day of the third month after each Quarter Date.

(h)“Quarter Date” means the last day of the calendar quarter for which a Required Amount or Voluntary Amount is earned.

(i)“Required Amount” means an amount of money constituting that portion (as determined from time to time by the Board) of a Director’s retainer earned by such Director for his services as a Director for any calendar quarter that is payable in Shares as described in Section 4.1(a).

(j)“Rule 16b-3” means Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (or any successor rule to the same effect), as in effect from time to time.

(k)“Shares” means shares of Class A Common Stock that are issued or transferred to a Director pursuant to, and with such restrictions as are imposed by, the terms of this Plan in respect of the Director’s Required Amount.

(l)“Transfer” shall have the meaning set forth in Section 4.2(a).

(m)“Voluntary Amount” shall have the meaning set forth in Section 4.2(b).

(n)“Voluntary Shares” means shares of Class A Common Stock that are issued or transferred to a Director in accordance with Section 4.1(c) in respect of the Director’s Voluntary Amount.

3. Shares and Voluntary Shares

1.    Required Amount and Voluntary Amount

(a)Required Amount. From time to time, the Board shall determine (i) the amount of the retainer to be paid to each Director for each calendar quarter of a year, (ii) subject to Section 4.1(b), the portion of the retainer that shall be paid in cash and (iii) the equity portion of the retainer (expressed in dollars) that is required to be paid in Shares as described in Section 4.1(c) (the “Required Amount”), in each case subject to pro-ration in the event that the Director begins or ceases non-employee Director service during the applicable calendar quarter.

(b)Voluntary Shares. For any calendar quarter, a Director may elect to have up to 100% of the cash component of the retainer payable for such quarter in excess of the Required Amount, and any other cash to be earned by the Director for such quarter for services as a director of the Company (collectively referred to as a “Voluntary Amount”), not paid to the Director in cash, but instead to have the Voluntary Amount applied to the issuance or transfer to the Director of Voluntary Shares as described in Section 4.1(c); provided that the Director must notify the Company in writing of such election prior to the first day of the calendar quarter for which such election is made, which election will be irrevocable after such date for

such calendar quarter and shall remain in effect for future calendar quarters unless or until revoked by the Director prior to the first day of a calendar quarter.

(c)Issuance of Shares and Voluntary Shares. Promptly following each Quarter Date (and, in any event, no later than the Payment Deadline), the Company shall issue or transfer to each Director (or to a trust for the benefit of the Director, or such Director’s spouse, children or grandchildren, if so directed by the Director) (i) a number of whole Shares equal to the Required Amount for the calendar quarter ending on such Quarter Date divided by the Average Share Price and (ii) a number of whole Voluntary Shares equal to such Director’s Voluntary Amount for such calendar quarter divided by the Average Share Price. To the extent that the application of the foregoing formulas would result in fractional Shares or fractional Voluntary Shares, no fractional shares of Class A Common Stock shall be issued or transferred by the Company pursuant to this Plan, but instead, such amount shall be paid to the Director in cash at the same time the Shares and Voluntary Shares are issued or transferred to the Director. Shares and Voluntary Shares shall be fully paid, nonassessable shares of Class A Common Stock. Shares shall be subject to the restrictions set forth in this Plan, whereas Voluntary Shares shall not be so restricted. Shares and Voluntary Shares may be shares of original issuance or treasury shares or a combination of the foregoing and, in the discretion of the Company, may be issued as certificated or uncertificated shares. The Company shall pay any and all fees and commissions incurred in connection with the purchase by the Company of shares of Class A Common Stock which are to be Shares or Voluntary Shares and the transfer to Directors of Shares or Voluntary Shares.

(d)Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or other taxes in connection with any amount payable to a Director under this Plan, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the receipt of any Shares or Voluntary Shares that the Director make arrangements satisfactory to the Company for the payment of the balance of such taxes required to be withheld, which arrangements may include relinquishment of the Shares or the Voluntary Shares. To the extent permitted under applicable law, the Company and Director may also make similar arrangements with respect to the payment of any other taxes derived from or related to the payment of Shares or Voluntary Shares with respect to which withholding is not required.

2.    Restrictions on Shares.

(a)Restrictions on Transfer of Shares. No Shares shall be assigned, pledged, hypothecated or otherwise transferred (any such assignment, pledge, hypothecation or transfer being referred to herein as a “Transfer”) by a Director or any other person, voluntarily or involuntarily, other than (i) by will or by the laws of descent and distribution, (ii) pursuant to a domestic relations order that would meet the definition of a qualified domestic relations order under Section 206(d)(3)(B) of ERISA if such provisions applied to the Plan or a similar binding judicial order (a “QDRO”), or (iii) directly or indirectly to a trust or partnership for the benefit of a Director, or such Director’s spouse, children or grandchildren. Shares transferred to a person other than the Director pursuant to a QDRO shall not be subject to the restrictions described in this Section 4.2(a), but Shares transferred to a trust or partnership for the benefit of a Director, or such Director’s spouse, children or grandchildren, shall remain subject to the restrictions described in this Section 4.2(a) until such restrictions lapse pursuant to the following sentence. The restrictions on Shares set forth in this Section shall lapse for all purposes and shall be of no further force or effect upon the earliest to occur of (A) ten years after the Quarter Date with respect to which such Shares were issued or transferred, (B) the date of the death or permanent disability of the Director, (C) five years (or earlier with the approval of the Board) after the Director’s retirement from the Board, (D) the date that a Director is both retired from the Board and has reached 70 years of age or (E) at such other time as determined by the Board in its sole and absolute discretion. Following the lapse of restrictions, at the Director’s request, the Company shall take all such action as may be necessary to remove such restrictions from the stock certificates, or other applicable records with respect to uncertificated shares, representing the Shares, such that the resulting shares shall be fully paid, nonassessable and unrestricted by the terms of this Plan.

(b)Dividends, Voting Rights, Exchanges, Etc. Except for the restrictions set forth in this Section 4.2 and any restrictions required by law, a Director shall have all rights of a stockholder with respect to his Shares including the right to vote and to receive dividends as and when declared by the Board and paid by the Company. Except for any restrictions required by law, a Director shall have all rights of a stockholder with respect to his Voluntary Shares.

(c)Restriction on Transfer of Rights to Shares. No rights to Shares or Voluntary Shares shall be assigned, pledged, hypothecated or otherwise transferred by a Director or any other person, voluntarily or involuntarily, other than (i) by will or by the laws of descent and distribution, or (ii) pursuant to a QDRO.

(d)Legend. The Company shall cause an appropriate legend to be placed on each certificate, or other applicable record(s) with respect to uncertificated shares, for the Shares, reflecting the foregoing restrictions.

4. Amendment, Termination and Adjustments

(a) The Board may alter or amend the Plan from time to time or may terminate it in its entirety; provided, however, that no such action shall, without the consent of a Director, affect the rights in any Shares or Voluntary Shares that were previously issued or transferred to the Director or that were earned by, but not yet issued or transferred to, such Director. Unless otherwise specified by the Board, all Shares that were issued or transferred prior to the termination of this Plan shall continue to be subject to the terms of this Plan following such termination; provided that the transfer restrictions on such Shares

shall lapse in accordance with Section 4.2(a). In any event, no Shares or Voluntary Shares may be issued or transferred under this Plan or after the tenth anniversary of the Effective Date.

(b) Notwithstanding the provisions of Subsection 5(a), without further approval by the stockholders of the Company, no such amendment or termination shall (i) materially increase the total number of shares of Class A Common Stock that may be issued or transferred under this Plan specified in Section 6 (except that adjustments and additions expressly authorized by this Section shall not be limited by this clause (i)) or (ii) make any other change for which stockholder approval would be required under applicable law or stock exchange requirements.

(c) The Board shall make or provide for such adjustments in the Average Share Price, in the kind of shares that may be issued or transferred hereunder, in the number of shares of Class A Common Stock specified in Section 6(a) or 6(b), in the number of outstanding Shares or Voluntary Shares for each Director, and in the terms applicable to the Shares or Voluntary Shares under this Plan, as the Board, in its sole discretion, exercised in good faith, may determine is equitably required to reflect (i) any stock dividend, stock split, combination of shares, recapitalization or any other change in the capital structure of the Company, (ii) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets or issuance of rights or warrants to purchase securities, or (iii) any other corporate transaction or event having an effect similar to any of the foregoing ( collectively referred to as an “Extraordinary Event”). Moreover, in the event of any such Extraordinary Event, the Committee may provide in substitution for any or all outstanding Shares or Voluntary Shares under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable under the circumstances and shall require in connection therewith the surrender of all Shares or Voluntary Shares so replaced. All securities received by a Director with respect to Shares or Voluntary Shares in connection with any Extraordinary Event shall be deemed to be Shares or Voluntary Shares, as applicable, for purposes of this Plan and such Shares shall be restricted pursuant to the terms of this Plan to the same extent and for the same period as if such securities were the original Shares with respect to which they were issued or transferred, unless the Board, in its sole and absolute discretion, eliminates such restrictions or accelerates the time at which such restrictions on transfer shall lapse.

5. Class A Common Stock Subject to Plan

(a)Subject to adjustment as provided in this Plan, the total number of shares of Class A Common Stock that may be issued or transferred under this Plan on or after the Effective Date will not exceed in the aggregate 100,000. Notwithstanding anything to the contrary contained in the Plan, shares of Class A Common Stock withheld by the Company, tendered or otherwise used to satisfy any tax withholding obligation will count against the aggregate number of shares of Class A Common Stock available under this Section 6(a).

(b)Notwithstanding anything in this Section 6, or elsewhere in this Plan to the contrary, and subject to adjustment as provided in this Plan, the maximum amount paid to a Director in any calendar year beginning on or after January 1, 2019 shall not exceed the greater of (i) $1,250,000 or (ii) the fair market value of 20,000 shares of Class A Common Stock.

6. General Provisions

(a)No Continuing Right as Director. Neither the adoption nor operation of this Plan, nor any document describing or referring to this Plan, or any part thereof, shall confer upon any Director any right to continue as a Director or as a director of any subsidiary of the Company.

(b)Governing Law. The provisions of this Plan shall be governed by and construed in accordance with the laws of the State of Delaware.

(c)Cash If Shares Not Issued. All Required Amounts and Voluntary Amounts are the property of the Directors and shall be paid to them in cash in the event that Shares and Voluntary Shares may not be issued or transferred to Directors hereunder in respect of Required Amounts or Voluntary Amounts.

(d)Miscellaneous. Headings are given to the sections of this Plan solely as a convenience to facilitate reference. Such headings, numbering and paragraphing shall not in any case be deemed in any way material or relevant to the construction of this Plan or any provisions thereof. The use of the masculine gender shall also include within its meaning the feminine. The use of the singular shall also include within its meaning the plural, and vice versa

(e)Section 409A of the Internal Revenue Code. This Plan is intended to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations issued thereunder, and shall be administered in a manner that is consistent with such intent.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Hyster-Yale Materials Handling, Inc. Non-Employee Directors’ Equity Compensation Plan (As Amended and Restated Effective May 17, 2019) of Hyster-Yale Materials Handling, Inc. of our reports dated February 26, 2019, with respect to the consolidated financial statements and schedule of Hyster-Yale Materials Handling, Inc., and the effectiveness of internal control over financial reporting of Hyster-Yale Materials Handling, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Cleveland, Ohio

May 31, 2019

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Suzanne S. Taylor, Dennis W. LaBarre, Kenneth C. Schilling, Andrew C. Thomas and Kimberly J. Pustulka, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for the undersigned and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1933 one or more Registration Statement(s) on Form S-8 relating to the registration of Class A common stock, par value $0.01 per share of Hyster-Yale Materials Handling, Inc. to be issued in connection with the Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan, together with any and all amendments, supplements and exhibits thereto, including any and all pre-effective and post-effective amendments, with full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Executed as of the 16th day of May 2019.

/s/ Alfred M. Rankin, Jr.

Alfred M. Rankin, Jr.

Chairman, President and Chief Executive Officer

EX-24.2

Exhibit 24.2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Suzanne S. Taylor, Dennis W. LaBarre, Kenneth C. Schilling, Andrew C. Thomas and Kimberly J. Pustulka, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for the undersigned and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1933 one or more Registration Statement(s) on Form S-8 relating to the registration of Class A common stock, par value $0.01 per share of Hyster-Yale Materials Handling, Inc. to be issued in connection with the Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan, together with any and all amendments, supplements and exhibits thereto, including any and all pre-effective and post-effective amendments, with full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Executed as of the 16th day of May 2019.

/s/ Kenneth C. Schilling

Kenneth C. Schilling

Senior Vice President and Chief Financial Officer

EX-24.3

Exhibit 24.3

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Suzanne S. Taylor, Dennis W. LaBarre, Kenneth C. Schilling, Andrew C. Thomas and Kimberly J. Pustulka, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for the undersigned and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1933 one or more Registration Statement(s) on Form S-8 relating to the registration of Class A common stock, par value $0.01 per share of Hyster-Yale Materials Handling, Inc. to be issued in connection with the Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan, together with any and all amendments, supplements and exhibits thereto, including any and all pre-effective and post-effective amendments, with full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Executed as of the 16th day of May 2019.

/s/ James B. Bemowski

James B. Bemowski

Director

EX-24.4

Exhibit 24.4

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Suzanne S. Taylor, Dennis W. LaBarre, Kenneth C. Schilling, Andrew C. Thomas and Kimberly J. Pustulka, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for the undersigned and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1933 one or more Registration Statement(s) on Form S-8 relating to the registration of Class A common stock, par value $0.01 per share of Hyster-Yale Materials Handling, Inc. to be issued in connection with the Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan, together with any and all amendments, supplements and exhibits thereto, including any and all pre-effective and post-effective amendments, with full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Executed as of the 16th day of May 2019.

/s/ J.C. Butler, Jr.

J.C. Butler, Jr.

Director

EX-24.5

Exhibit 24.5

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Suzanne S. Taylor, Dennis W. LaBarre, Kenneth C. Schilling, Andrew C. Thomas and Kimberly J. Pustulka, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for the undersigned and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1933 one or more Registration Statement(s) on Form S-8 relating to the registration of Class A common stock, par value $0.01 per share of Hyster-Yale Materials Handling, Inc. to be issued in connection with the Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan, together with any and all amendments, supplements and exhibits thereto, including any and all pre-effective and post-effective amendments, with full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Executed as of the 16th day of May 2019.

/s/ Carolyn Corvi

Carolyn Corvi

Director

EX-24.6

Exhibit 24.6

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Suzanne S. Taylor, Dennis W. LaBarre, Kenneth C. Schilling, Andrew C. Thomas and Kimberly J. Pustulka, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for the undersigned and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1933 one or more Registration Statement(s) on Form S-8 relating to the registration of Class A common stock, par value $0.01 per share of Hyster-Yale Materials Handling, Inc. to be issued in connection with the Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan, together with any and all amendments, supplements and exhibits thereto, including any and all pre-effective and post-effective amendments, with full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Executed as of the 16th day of May 2019.

/s/ John P. Jumper

John P. Jumper

Director

EX-24.7

Exhibit 24.7

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Suzanne S. Taylor, Dennis W. LaBarre, Kenneth C. Schilling, Andrew C. Thomas and Kimberly J. Pustulka, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for the undersigned and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1933 one or more Registration Statement(s) on Form S-8 relating to the registration of Class A common stock, par value $0.01 per share of Hyster-Yale Materials Handling, Inc. to be issued in connection with the Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan, together with any and all amendments, supplements and exhibits thereto, including any and all pre-effective and post-effective amendments, with full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Executed as of the 16th day of May 2019.

/s/ Dennis W. LaBarre

Dennis W. LaBarre

Director

EX-24.8

Exhibit 24.8

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Suzanne S. Taylor, Dennis W. LaBarre, Kenneth C. Schilling, Andrew C. Thomas and Kimberly J. Pustulka, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for the undersigned and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1933 one or more Registration Statement(s) on Form S-8 relating to the registration of Class A common stock, par value $0.01 per share of Hyster-Yale Materials Handling, Inc. to be issued in connection with the Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan, together with any and all amendments, supplements and exhibits thereto, including any and all pre-effective and post-effective amendments, with full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Executed as of the 16th day of May 2019.

/s/ H. Vincent Poor

H. Vincent Poor

Director

EX-24.9

Exhibit 24.9

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Suzanne S. Taylor, Dennis W. LaBarre, Kenneth C. Schilling, Andrew C. Thomas and Kimberly J. Pustulka, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for the undersigned and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1933 one or more Registration Statement(s) on Form S-8 relating to the registration of Class A common stock, par value $0.01 per share of Hyster-Yale Materials Handling, Inc. to be issued in connection with the Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan, together with any and all amendments, supplements and exhibits thereto, including any and all pre-effective and post-effective amendments, with full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Executed as of the 16th day of May 2019.

/s/ Claiborne R. Rankin

Claiborne R. Rankin

Director

EX-24.10

Exhibit 24.10

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Suzanne S. Taylor, Dennis W. LaBarre, Kenneth C. Schilling, Andrew C. Thomas and Kimberly J. Pustulka, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for the undersigned and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1933 one or more Registration Statement(s) on Form S-8 relating to the registration of Class A common stock, par value $0.01 per share of Hyster-Yale Materials Handling, Inc. to be issued in connection with the Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan, together with any and all amendments, supplements and exhibits thereto, including any and all pre-effective and post-effective amendments, with full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Executed as of the 16th day of May 2019.

/s/ Britton T. Taplin

Britton T. Taplin

Director

EX-24.11

Exhibit 24.11

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Suzanne S. Taylor, Dennis W. LaBarre, Kenneth C. Schilling, Andrew C. Thomas and Kimberly J. Pustulka, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for the undersigned and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1933 one or more Registration Statement(s) on Form S-8 relating to the registration of Class A common stock, par value $0.01 per share of Hyster-Yale Materials Handling, Inc. to be issued in connection with the Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan, together with any and all amendments, supplements and exhibits thereto, including any and all pre-effective and post-effective amendments, with full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Executed as of the 16th day of May 2019.

/s/ Eugene Wong

Eugene Wong

Director