DEF 14A 1 hydef14a2021.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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HYSTER-YALE MATERIALS HANDLING, INC.
(Name of Registrant as Specified in Its Charter)
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TABLE OF CONTENTS

hymhlogo20191.jpg
5875 LANDERBROOK DRIVE, SUITE 300
CLEVELAND, OHIO 44124-4069
NOTICE OF ANNUAL MEETING
The Annual Meeting of stockholders of Hyster-Yale Materials Handling, Inc. (the "Company") will be held on Wednesday, May 12, 2021 at 9:00 a.m., at 5875 Landerbrook Drive, Cleveland, Ohio, for the following purposes:

1.To elect twelve directors for the ensuing year;
2.To approve on an advisory basis the Company's Named Executive Officer compensation;
3.    To confirm the appointment of Ernst & Young LLP, as the independent registered public accounting firm of the Company, for the current fiscal year; and
4.    To conduct any other business as may properly come before the meeting.

The Board of Directors has fixed the close of business on March 15, 2021 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof. The 2021 Proxy Statement and related form of proxy are being mailed to stockholders commencing on or about March 23, 2021.
Suzanne Schulze Taylor
Secretary
March 23, 2021
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on May 12, 2021
The 2021 Proxy Statement and 2020 Annual Report are available, free of charge, at
https://www.hyster-yale.com by clicking on the "2021 Annual Meeting Materials" link and then clicking on either the "2021 Proxy Statement" link or the "2020 Annual Report" link, as appropriate.
If you wish to attend the meeting and vote in person, you may do so.
The Company's Annual Report for the year ended December 31, 2020 is being mailed to stockholders with the 2021 Proxy Statement. The 2020 Annual Report contains financial and other information about the Company, but it is not incorporated into the 2021 Proxy Statement and is not deemed to be a part of the proxy soliciting material.
If you are a holder of record and do not expect to be present at the Annual Meeting, please promptly fill out, sign, date and mail the enclosed form of proxy or, in the alternative, vote your shares electronically via the internet (www.investorvote.com/HY) or by touch-tone telephone (1-800-652-8683). If you hold shares of both Class A Common Stock and Class B Common Stock, you only have to complete the single enclosed form of proxy or vote once via the internet or telephone. A self-addressed envelope is enclosed for your convenience. No postage is required if mailed in the United States. If your shares are held in "street name" by your broker, bank or other nominee, please follow the instructions provided by your broker, bank or other nominee.

hymhlogo20191.jpg
5875 LANDERBROOK DRIVE, SUITE 300
CLEVELAND, OHIO 44124-4069
PROXY STATEMENT — MARCH 23, 2021
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the "Board of Directors" or the "Board") of Hyster-Yale Materials Handling, Inc., a Delaware corporation, of proxies to be used at the annual meeting of stockholders of the Company to be held on May 12, 2021 (the "Annual Meeting"). The terms the "Company," "Hyster-Yale," "we," "our" and "us" refer to Hyster-Yale Materials Handling, Inc. This Proxy Statement and the related form of proxy are being mailed to stockholders commencing on or about March 23, 2021.
If the enclosed form of proxy is executed, dated and returned or if you vote electronically, the shares represented by the proxy will be voted as directed on all matters properly coming before the Annual Meeting for a vote. Proxies that are properly signed without any indication of voting instructions will be voted as follows:
•for the election of each director nominee;
•to approve, on an advisory basis, the Company's Named Executive Officer compensation;
•for the confirmation of the appointment of Ernst & Young LLP, as the independent registered public accounting firm of the Company, for the current fiscal year; and
•as recommended by our Board of Directors with regard to any other matters or, if no recommendation is given, in the proxy holders' own discretion.
The proxies may be revoked at any time prior to their exercise by giving notice to us in writing or by executing and delivering a later dated proxy. Attendance at the Annual Meeting will not automatically revoke a proxy, but a stockholder of record attending the Annual Meeting may request a ballot and vote in person, thereby revoking a previously granted proxy.
Stockholders of record at the close of business on March 15, 2021 will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 12,965,817 outstanding shares of Class A Common Stock, par value $0.01 per share (the "Class A Common"), entitled to vote at the Annual Meeting and 3,846,323 outstanding shares of Class B Common Stock, par value $0.01 per share (the "Class B Common"), entitled to vote at the Annual Meeting. Each share of Class A Common is entitled to one vote for a nominee for each of the twelve directorships to be filled and one vote on each other matter properly brought before the Annual Meeting. Each share of Class B Common is entitled to ten votes for each such nominee and ten votes on each other matter properly brought before the Annual Meeting. Class A Common and Class B Common will vote as a single class on all matters anticipated to be brought before the Annual Meeting.
At the Annual Meeting, in accordance with Delaware law and our Bylaws, the inspectors of election appointed by the Board of Directors for the Annual Meeting will determine the presence of a quorum and will tabulate the results of stockholder voting. As provided by Delaware law and our Bylaws, the holders of a majority of our stock, issued and outstanding, and entitled to vote at the Annual Meeting and present in person or by proxy at the Annual Meeting, will constitute a quorum for the Annual Meeting. The inspectors of election intend to treat properly executed proxies marked "abstain" as "present" for purposes of determining whether a quorum has been achieved at the Annual Meeting. The inspectors of election will also treat proxies held in "street name" by brokers that are voted on at least one, but not all, of the proposals to come before the Annual Meeting ("broker non-votes") as "present" for purposes of determining whether a quorum has been achieved at the Annual Meeting.
In accordance with Delaware law, the twelve director nominees receiving the greatest number of votes will be elected directors.
Proposal 2 is advisory in nature and non-binding. Although non-binding, voting on the proposal will allow our stockholders to express their opinion regarding Named Executive Officer compensation. Abstentions and broker non-votes will not be counted for purposes of such proposals.
In accordance with our Bylaws, the affirmative vote of the holders of a majority of the voting power of our stock that is present in person or represented by proxy and that is actually voted is required to approve the confirmation of Ernst & Young LLP as the independent registered public accountant for the Company for the current fiscal year. As a result, abstentions in respect of such proposal will not be counted and will have no effect for purposes of determining whether a proposal has received the requisite approval by our stockholders. Because the proposal is considered “routine,” brokers or other nominees will be able to vote shares with respect to this proposal without instructions and there will be no broker non-votes.
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    In accordance with Delaware law and our Bylaws, we may, by a vote of the stockholders, in person or by proxy, adjourn the Annual Meeting to a later date or dates, without changing the record date. If we were to determine that an adjournment was desirable, the appointed proxies would use the discretionary authority granted pursuant to the proxy cards to vote in favor of such an adjournment.
PART ONE - CORPORATE GOVERNANCE INFORMATION
Composition of the Board
Directors are elected at each annual meeting to serve for a one-year term until the next annual meeting and/or until their respective successors are duly elected and qualified, subject to their earlier death, resignation or removal. During fiscal year 2020, our Board of Directors initially consisted of ten directors. Effective February 19, 2020, the Board of Directors was increased to eleven members and Mr. David B. H. Williams was elected to the Board of Directors to fill the vacancy created by Mr. John M. Stropki's death in 2019. The Board of Directors was increased to twelve members and Mr. Edward T. Eliopoulos was nominated to stand for election and elected to the Board of Directors at the 2020 annual meeting of shareholders.
Directors' Meetings and Committees
The Board of Directors has an Audit Review Committee, a Nominating and Corporate Governance Committee, a Compensation Committee, a Planning Advisory Committee, a Finance Committee and an Executive Committee. The current members and responsibilities of such committees are as follows:
NameIndependentAudit ReviewNominating and Corporate GovernanceCompensationPlanning AdvisoryFinanceExecutive
James B. BemowskiYesXX
J.C. Butler, Jr. NoXX
Carolyn CorviYesXXXXChairX
Edward T. EliopoulosYesX
John P. JumperYesChair XChairX
Dennis W. LaBarreYesXChairXXX
H. Vincent PoorYesXX
Alfred M. Rankin, Jr.NoChairXChair
Claiborne R. RankinNoX
Britton T. TaplinYesX
David B. H. WilliamsNoX
Eugene Wong YesXX
Our Board of Directors held six meetings in 2020. During their tenure in 2020, all of the directors attended at least 75% of the total meetings held by our Board of Directors and by the committees on which they served.
In accordance with the rules of the New York Stock Exchange ("NYSE"), our non-management directors are scheduled to meet in executive session, without management, once a year. The Chairman of the Compensation Committee will preside at such meeting. Additional meetings of the non-management directors may be scheduled when the non-management directors believe such meetings are desirable. The determination of the director who should preside at such additional meetings will be made based upon the principal subject matter to be discussed at each such meeting. A meeting of the non-management directors is scheduled to be held on May 12, 2021.
    We hold a regularly scheduled meeting of our Board of Directors in conjunction with our annual meeting of stockholders. Directors are expected to attend the annual meeting of stockholders absent an appropriate excuse. All of our directors attended the 2020 annual meeting in person, by telephone or by other electronic means.
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Audit Review Committee
2020 Meetings: 8
Members:•The Audit Review Committee has the responsibilities set forth in its charter, including:
Carolyn Corvi•reviewing the quality and integrity of our financial statements;
Edward T. Eliopoulos•monitoring our compliance with legal and regulatory requirements;
John P. Jumper (Chair)•reviewing the adequacy of our internal controls;
Dennis W. LaBarre•setting our guidelines and policies to monitor and control our major financial risk exposures;
Eugene Wong•reviewing the qualifications, independence, selection and retention of the independent
registered public accounting firm;
•reviewing the performance of our internal audit function and independent registered
public accounting firm;
•assisting our Board of Directors and the Company in interpreting and applying our
Corporate Compliance Program and other issues related to corporate and employee ethics; and
•preparing the Annual Report of the Audit Review Committee to be included in our
Proxy Statement.
•
No member of the Audit Review Committee serves on more than three public company audit committees.
•The Board has determined that all members are independent and financially literate under NYSE
listing standards and rules of the U.S. Securities and Exchange Commission (the "SEC").
•The Board has determined that Mr. Jumper is an "audit committee financial expert" as defined by the
SEC and that he has accounting and related financial management expertise as required by NYSE
listing standards.
Nominating and Corporate Governance Committee
2020 Meetings: 3
Members:•The Nominating and Corporate Governance Committee (the "NCG Committee") has the
Carolyn Corviresponsibilities set forth in its charter, including:
John P. Jumper•reviewing and making of recommendations to our Board of Directors of the criteria
Dennis W. LaBarre (Chair)for membership on our Board of Directors;
H. Vincent Poor•reviewing and making of recommendations to our Board of Directors of the optimum
number and qualifications of directors believed to be desirable;
•implementing and monitoring a system to receive suggestions for nominees to
directorships of the Company;
•identifying qualified candidates and making recommendations to our Board of Directors
of specific candidates for membership on our Board of Directors;
•reviewing our Corporate Governance Guidelines and recommending changes as
appropriate;
•overseeing evaluations of the Board of Directors' effectiveness;
•annually reporting to the Board of Directors its assessment of our Board's performance; and
•considering director candidates recommended by our stockholders, see "Procedures for
Submission and Consideration of Director Candidates" on page 40.
•The Board has determined that all members are independent under NYSE listing standards.
•The NCG Committee may consult with members of the Taplin and Rankin families,
including Alfred M. Rankin, Jr., regarding the composition of our Board of Directors.
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Compensation Committee
2020 Meetings: 7
Members:•The Compensation Committee has the responsibilities set forth in its charter, including:
Carolyn Corvi•reviewing and approving corporate goals and objectives relevant to compensation;
John P. Jumper (Chair)•evaluating the performance of the Chief Executive Officer, whom we refer to
H. Vincent Pooras our CEO, other executive officers and senior managers in light of these goals and
Eugene Wongobjectives;
 •determining and approving of CEO, other executive officer and senior manager
compensation levels;
•establishing guidelines for administering the Company's compensation
policies and programs for all employees;
•considering whether the risks arising from our employee compensation policies and
practices are reasonably likely to have a material adverse effect on the Company;
•making recommendations to our Board of Directors, where appropriate or required, and
the taking of other actions with respect to all other compensation matters, including incentive
compensation plans and equity-based plans;
•periodically reviewing the compensation of our Board of Directors; and
•reviewing and approving the Compensation Discussion and Analysis and preparing
the annual Compensation Committee Report to be included in our Proxy Statement.
•The Board has determined that all members are independent under the NYSE listing standards and
the rules of the SEC.
•The Compensation Committee may, in its discretion, delegate all or a portion of its duties and
responsibilities to one or more subcommittees of the Compensation Committee or, in appropriate
cases, to our senior managers.
•The Compensation Committee retains and receives assistance in the performance of its
responsibilities from an internationally recognized compensation consulting firm, discussed
under the heading "Compensation Consultants" on page 18.
Planning Advisory Committee
2020 Meetings: 4
Members:•The Planning Advisory Committee has the responsibilities set forth in its charter, including:
James B. Bemowski•acting as a key participant, resource and adviser on various operational matters;
J.C. Butler, Jr.•reviewing and advising on a preliminary basis possible acquisitions, divestitures, and other
Carolyn Corvi transactions identified by management for possible consideration of the full Board of Directors;
Dennis W. LaBarre•considering and recommending to the Board of Directors special advisory roles for directors
Alfred M. Rankin, Jr. (Chair)who are not members of the Planning Advisory Committee; and
•providing general oversight on behalf of the Board of Directors with respect to stockholder
interests and the Company's evolving structure and stockholder base.
Finance Committee
2020 Meetings: 3
Members:•The Finance Committee has the responsibilities set forth in its charter, including:
James B. Bemowski•reviewing the financing and financial risk management strategies for the Company and its
J.C. Butler, Jr.principal operating subsidiary; and
Carolyn Corvi (Chair)•making recommendations to the Board on matters concerning finance.
Dennis W. LaBarre
Alfred M. Rankin, Jr.
Claiborne R. Rankin
Britton T. Taplin
David B.H. Williams
Executive Committee
2020 Meetings: 0
Members:•The Executive Committee's responsibilities include acting on behalf of the Board on matters requiring
Carolyn CorviBoard action between meetings of the full Board.
John P. Jumper•All members, except Mr. Alfred M. Rankin, Jr. ("Mr. A. Rankin"), are independent.
Dennis W. LaBarre  
Alfred M. Rankin, Jr. (Chair)
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Board Leadership Structure
The Board believes that it is prudent and in the best interests of stockholders that the CEO and Chairman positions be combined and that such combination has no negative effect on the operation or direction of the Company. Mr. A Rankin, the Company's CEO, is the most appropriate person to serve as our Chairman because he possesses in-depth knowledge of the issues, opportunities and challenges facing our business. Because of this knowledge and insight, the Board of Directors believes that Mr. A. Rankin is in the best position to effectively identify strategic opportunities and priorities and to lead discussions regarding the execution of the Company's strategies and achievement of its objectives. As Chairman, our CEO is able to:
•focus our Board of Directors on the most significant strategic goals and risks of our business;
•utilize the individual qualifications, skills and experience of the other members of the Board of Directors to maximize their contributions to our Board of Directors;
•assess whether each other member of our Board of Directors has sufficient knowledge and understanding of our business to enable them to make informed judgments;
•promote a seamless flow of information to our Board of Directors;
•facilitate the flow of information between our Board of Directors and our management; and
•provide the perspective of a long-term stockholder.
In addition, a separate CEO is responsible for the day-to-day operations of our principal operating subsidiary, Hyster-Yale Group, Inc. ("HYG"). This arrangement allows Mr. A. Rankin to focus almost exclusively on the strategic opportunities and priorities of the overall business.
We do not assign a lead independent director, but the Chairman of our Compensation Committee presides at the regularly scheduled meetings of non-management directors.
Board Oversight of Risk Management
The Board believes that strong and effective controls and risk management processes are essential components needed to achieve long-term stockholder value. The Board, directly and through its committees, is responsible for overseeing risks that potentially affect the Company. Each Board committee is responsible for oversight of risk categories related to the committee's specific function, while our full Board exercises ultimate responsibility for overseeing the risk management as a whole. The respective areas of risk oversight exercised by our Board and its committees are as follows:
Board/CommitteePrimary Areas of Risk Oversight
Full Board•Oversees overall Company risk management procedures, including operational and strategic, and regularly receives and evaluates reports and presentations from the Chairs of the Audit Review, NCG, Compensation, Planning Advisory and Finance Committees on risk-related matters falling within each respective committee's oversight responsibilities
Audit Review Committee•Oversees financial and legal risks by regularly reviewing reports and presentations given by management, including our Senior Vice President, General Counsel and Secretary, Senior Vice President and Chief Financial Officer, and Director, Internal Audit, as well as other operational Company personnel, and evaluates potential related-person transactions
•Regularly reviews our risk management practices and risk-related policies (for example, the Company's Code of Corporate Conduct and legal and regulatory reviews) and evaluates potential risks related to internal control over financial reporting
NCG Committee•Oversees potential risks related to our governance practices by, among other things, reviewing succession plans and performance evaluations of the Board and CEO
Compensation Committee•Oversees potential risks related to the design and administration of our compensation plans, policies and programs, including our performance-based compensation programs, to promote appropriate incentives that do not encourage unnecessary and excessive risk-taking by our executive officers or other employees
Planning Advisory Committee•Assists the Board in its oversight of the Company's key strategies, projects and initiatives
Finance Committee•Regularly reviews risks related to financing and other risk management strategies, including reviews of our insurance portfolios

Corporate Responsibility
Hyster-Yale runs our business with a long-term view and has established goals and strategic initiatives to help us achieve our long-term business objectives. A broad program designed to ensure a strong focus on corporate responsibility is built into our strategic initiatives and underlies our overall strategic planning process. We believe that incorporating corporate responsibility into our Company strategy will bring the best long-term value to our stockholders. By striving for environmental,
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social, and economic health throughout our organization, we believe we are serving the long term best interests of the Company while contributing to solving challenges that effect our customers and the communities in which we do business.
Governance
Our Board has determined that, based primarily on the ownership of Class A Common and Class B Common by the members of the Taplin and Rankin families, we may qualify as a “controlled company,” as defined in Section 303A of the listing standards of the NYSE. Under the listing standards of the NYSE, a controlled company is not required to comply with certain corporate governance requirements. Such requirements include having a majority of independent directors and having an audit review committee, nominating and corporate governance and compensation committee composed entirely of independent directors, each with written charters and annual performance evaluations for each committee.
Although Hyster-Yale may qualify as a controlled company, our Board evaluates its governance practices annually and has elected not to make use of any of the exceptions to the NYSE listing standards that are available to controlled companies. Accordingly, the majority of the members of our Board are independent, as described in the NYSE listing standards. Our Audit Review Committee, NCG Committee and Compensation Committee are all composed entirely of independent directors. Each committee has a written charter that describes the purpose and responsibilities of the committee, and each committee conducts an annual evaluation of its performance based on the responsibilities set forth in its charter.
The Board of Directors sets the tone for our Company and it provides a foundation for strong governance practices. Our Board reflects a balance of longer-tenured members with in-depth knowledge of our business, and newer members who bring valuable additional attributes, skills and experience. We believe this combination results in a well-balanced membership that combines a diversity of experience, skill and intellect in order to enable the Company to pursue its strategic objectives effectively.
Environmental
We are committed to accomplishing our business objectives in a manner that complies with our environmental obligations and aspirations and we require all Company personnel to be responsible for the assurance of environmental safety, as outlined in our Code of Corporate Conduct (as described in more detail on page 8). All Company personnel, contractors and suppliers are required to adhere to the following guidelines:
•comply with applicable environmental, health and safety requirements;
•advise supervisors of any potential environmental or safety hazards;
•keep all work areas free from environmental health and safety hazards; and
•fulfill compliance obligations of the Company and government agencies.
In 2016, the Company established our 2026 Vision Program which, in part, established the following targets to be cost effectively achieved as compared to a 2015 baseline:
•strive to reduce carbon emission by 30%;
•strive to reduce volatile organic compound ("VOC") emissions from painting operations by 30%;
•strive to achieve zero waste to landfills at all sites;
•strive to reduce hazardous waste by 30%;
•strive to mitigate our waste footprint across all aspects of our value chain by reducing, reusing and recycling effluents and waste;
•strive to reduce water consumption by 20%; and
•strive to offer alternatives that enable customers to cost-effectively reduce carbon emissions.
We continue to work to mitigate our use of raw materials and responsibly manage our products and packaging to make further progress towards the goals set forth in our 2026 Vision Program. Some of our recent initiatives include transitioning from wood crates to returnable racks for engine packaging and returnable stillage for door packaging.
We view our ownership of Nuvera Fuel Cells, LLC ("Nuvera") as a transformational opportunity to be a global leader in a key emerging technology that can provide enhanced productivity for heavy-duty motive power applications and for certain forklift truck applications. Our objective is for Nuvera to be the preferred provider of heavy-duty fuel cell engines for zero-emissions mobility customers. Robust, global interest in clean energy opportunities, as well as strong interest in Nuvera products by third parties in other industries, particularly in China, is increasingly supporting the achievement of this objective.
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In recognition of our continued leadership in supplier sustainability initiatives, the Company was listed as an Inbound Logistics’ top 75 Green Supply Chain Partners for the ninth consecutive year due largely to its lithium-ion and hydrogen fuel cell power systems and telemetry solutions.
Social
The Company considers its commitment to people, including its employees, customers and the local community, as a primary focus of corporate responsibility. The Company’s priority on people focuses on six main areas: occupational health and safety, customer health and safety, employment, training and education, diversity and equal opportunity and engagement with local communities.
Occupational Health and Safety
Strong health and safety performance is essential to the success of the Company. The Company’s occupational health and safety framework includes the monitoring and measurement of key performance indicators as the Company strives to ensure the health and safety of employees. The Company believes injury and illness should be avoided and requires all employees to be effectively trained and responsible for the assurance of safety on a daily basis. Employees are encouraged to initiate safety improvements, participate in safety committees, and always reinforce safety behaviors. The Company's goal is to reduce the injury rate in its global operations to zero.
Customer Health & Safety
The Company manages its compliance with government and industry product safety information. Many new products follow a structured and rigorous six-stage development process, with lift truck production taking place within ISO- and OHSAS-certified manufacturing sites. Each of the Company's manufacturing sites uses rigorous processes and testing to seek to ensure that its products meet or exceed application requirements.
Employment
The Company recognizes the sustainability of its culture and its long-term success is strengthened when employees are respected, motivated and engaged. The Company works to match employees with assignments to capitalize on the skills, talents and potential of each employee.
The Company maintains seven core competencies for senior employees: be innovative, be strategic, engage others, demonstrate presence, drive for results, develop and empower and demonstrate business acumen.
Training and Education
The Company encourages employees to pursue professional and personal development through training and educational opportunities such as the Company's "Learning and Development Guide" and its "Hyster-Yale Learning Center." Each employee is provided access to the guide and the digital learning platform offering a wide variety of development opportunities with little or no cost to employees. In addition, many of our employees are required to complete annual Code of Corporate Conduct training and monthly cybersecurity training.
Diversity and Equal Opportunity
The Company believes in hiring, engaging, developing and promoting people who are fully able to meet the demands of each position, regardless of race, color, religion, gender, sexual orientation, gender identity, national origin, age, veteran status or disability. The Company conducts surveys to monitor its performance in these areas.
Engagement with Local Communities
As a major employer within our operating locations, the Company supports its local communities and is committed to helping them remain safe, healthy and resilient. The Company's past activities include corporate donations, volunteerism and education.
Supply Chain Practices
Our supply network includes both large international suppliers as well as smaller specialized providers, all of which are required to meet the stringent requirements outlined in our Supplier Quality Manual and Code of Corporate Conduct for Business Partners.
As part of our supplier screening process, we require all direct materials suppliers to ensure that they and their suppliers are compliant with our Modern Slavery Statement, Conflict Minerals Policy and Supplier Expectations Manual and applicable data privacy and environmental laws.


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COVID-19 Response
In February 2020, we established a Global Task Force with leaders from across our global footprint to monitor and respond to the growing health crisis. Specific strategies were established for each location that were designed to protect our employees and comply with various local guidelines and rules. As a company we followed guidelines from the World Health Organization, Occupational Safety and Health Administration and the Centers for Disease Control and Prevention in developing prevention and workplace protocols, including mandating mask wearing, social distancing and remote working where possible. We have sought continued communication with our employees regarding the COVID-19 crisis and provided employees with safety education as well as prevention measures that were designed to promote employee health. In addition, a Pandemic Guide for Employees was developed at a global level and personalized for each division and location.
We also provided substantial support and resources to our dealer network and customers to aid them in their response to the pandemic. This included tools, materials and training through our dealer portal, connections to divisional leadership teams, and consistent communication. One example of the programs provided was the development and launch of HY Shield Clean, a lift truck sanitation program designed to keep facility personnel safe during all aspects of forklift activity, including daily operations and service calls, to help customers deal with fast changing conditions and maintain operations during the pandemic.
Additional information on our Corporate Responsibility can be accessed through our website at https://www.hyster-yale.com/investors/corporate-governance/default.aspx#gov-env-corp.
Code of Conduct
We have adopted a code of ethics, entitled "Code of Corporate Conduct," applicable to all of our personnel, including the principal executive officer, principal financial officer, principal accounting officer, controller and other persons performing similar functions. Waivers of our Code of Corporate Conduct, if any, for our directors or executive officers may be disclosed on our website, by press release or by filing a Current Report on Form 8-K with the SEC. The Code of Corporate Conduct and the Independence Standards for Directors, as well as each of the charters of the Audit Review, NCG and Compensation Committees, are available free of charge on our website at https://www.hyster-yale.com, under the heading "Corporate Governance." The information contained on or accessible through our website is not incorporated by reference into this Proxy Statement and you should not consider such information to be part of this Proxy Statement.
Hedging and Speculative Trading Policies and Limited Trading Windows
    The Company prohibits officers and directors from purchasing financial instruments, including pre-paid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engaging in transactions that are designed or have the effect of hedging or offsetting any change in the market value of equity securities granted to the officer or Director by the Company as part of his or her compensation or held, directly or indirectly, by the officer or Director. However, the Company does not prohibit its employees who are not officers from engaging in such transactions.
    As noted elsewhere in this Proxy Statement, restricted shares of Class A Common that are issued to Directors and certain senior management employees of the Company for compensatory purposes are generally subject to transfer restrictions from the last day of the applicable performance period and, during that time period, the restricted shares may not be transferred (subject to certain exceptions), hedged or pledged. Directors and the most senior management employees of the Company are required to hold restricted shares for ten years while less senior management employees of the Company are required to hold restricted shares for periods of either four years or seven years. While the Company does not have a policy explicitly preventing employees, including executive officers and senior managers, or directors from pledging shares of non-restricted Class A Common or Class B Common, prior approval from the Company's Senior Vice President, General Counsel and Secretary is required.
Review and Approval of Related Party Transactions
The Audit Review Committee reviews all relationships and transactions in which we and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest in such transactions. Our legal department is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related-person transactions in order to enable the Audit Review Committee to determine whether we have, or a related person has, a direct or indirect material interest in the transaction. In the course of the review of a potentially material related-person transaction, the Audit Review Committee considers:
•the nature of the related-person's interest in the transaction;
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•the material terms of the transaction, including, without limitation, the amount and type of transaction;
•the importance of the transaction to the related person;
•the importance of the transaction to the Company;
•whether the transaction would impair the judgment of a director or executive officer to act in our best interest; and
•any other matters the Audit Review Committee deems appropriate.
    Based on this review, the Audit Review Committee will determine whether to approve or ratify any transaction that is directly or indirectly material to us or a related person.
Any member of the Audit Review Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote with respect to the approval or ratification of the transaction. However, such director may be counted in determining the presence of a quorum at a meeting of the Audit Review Committee that considers the transaction.
Communication with Directors
Our stockholders and other interested parties may communicate with our Board of Directors as a group, with the non-management directors as a group, or with any individual director by sending written communications to Hyster-Yale Materials Handling, Inc., 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124-4069, Attention: Secretary. Complaints regarding accounting, internal accounting controls or auditing matters will be forwarded directly to the Chairman of the Audit Review Committee. All other communications will be provided to the individual director(s) or group of directors to whom they are addressed. Copies of all communications will be provided to all other directors; provided, however, that any such communications that are considered to be improper for submission to the intended recipients will not be provided to the directors. Examples of communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate, directly or indirectly, to our or our principal operating subsidiary's business or communications that relate to improper or irrelevant topics.
Report of the Audit Review Committee
The Audit Review Committee has reviewed and discussed with our management and Ernst & Young LLP, our independent registered public accounting firm, our audited consolidated financial statements contained in our Annual Report to Stockholders for the year ended December 31, 2020. The Audit Review Committee also has reviewed and discussed with management and Ernst & Young LLP the assessment of the Company’s internal control over financial reporting at December 31, 2020.
The Audit Review Committee has also discussed with our independent registered public accounting firm the applicable requirements of the Public Company Accounting Oversight Board (the "PCAOB") and the SEC.
The Audit Review Committee has received and reviewed the written disclosures and the independence letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding Ernst & Young LLP's communications with the Audit Review Committee concerning independence, and has discussed with Ernst & Young LLP its independence.
               
    Based on the review and discussions referred to above, the Audit Review Committee recommended to the Board of Directors (and the Board of Directors subsequently approved the recommendation) that the audited consolidated financial statements for 2020 be included in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC.
JOHN P. JUMPER, CHAIR
CAROLYN CORVI
EDWARD T. ELIOPOULOS
DENNIS W. LABARRE
EUGENE WONG
PART TWO - PROPOSALS TO BE VOTED ON AT THE 2021 ANNUAL MEETING
Election of Directors (Proposal 1)
Director Nominee Information
It is intended that shares represented by proxies in the enclosed form will be voted for the election of the nominees named in the following table to serve as directors for a term until the next annual meeting and until their successors are elected, unless contrary instructions are received. The Board of Directors has fixed the total number of directors to be elected at the Annual Meeting at twelve. All of the nominees listed below currently serve as our directors and were elected at our 2020 annual
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meeting of stockholders. If, in the judgment of the proxy holders, an unexpected occurrence should make it necessary to substitute another person for any of the nominees, shares represented by proxies will be voted for such other person as the proxy holders may select.
The disclosure below provides information as of the date of this Proxy Statement about each director nominee. The information presented is based upon information each director has given us about his or her age, all positions held, principal occupation and business experience for the past five years, and the names of other publicly-held companies for which he/she currently serves as a director or has served as a director during the past five years. We have also presented information regarding each nominee's specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that he/she should serve as a director. We believe that the nomination of each of our director nominees is in the best long-term interests of our stockholders, as each individual possesses the highest personal and professional ethics, integrity and values, and each nominee has the judgment, skill, independence and experience required to serve as a member of our Board of Directors. Each individual has also demonstrated a strong commitment to service to the Company.
NameAge
Principal Occupation and Business Experience During
Last Five Years and other Directorships in Public Companies
Director Since
James B. Bemowski67Senior Advisor for Doosan Corporation (a South Korean Conglomerate), from 2016 to 2018; Vice Chairman of Doosan Group from prior to 2016 to April 2016; since prior to 2016 a member of Claremont McKenna College Board of Trustees, a member of the Board of Advisors of Southern Capital (a Singapore-based private equity firm); and since prior to 2016 to 2018 Chairman of the Global Advisory Board of Yonsei University Business School.

With greater than 36 years of combined experience through his various positions with Doosan and McKinsey & Company, as a director and officer manager in Asia, Mr. Bemowski brings a depth of understanding of Asian market business practices, including in the forklift business. In addition, he has extensive knowledge in the areas of financial services, acquisitions, restructuring, alliances and private equity. He also brings to our Board practical insights with respect to the global steel, energy and materials businesses. 		2018
J.C. Butler, Jr.60
President and Chief Executive Officer of NACCO Industries, Inc. (“NACCO”) since October 2017. President and Chief Executive Officer of The North American Coal Corporation (“NACoal”, a wholly owned subsidiary of NACCO) since prior to 2016. Senior Vice President - Finance, Treasurer and Chief Administrative Officer of NACCO from prior to 2016 to September 2017. Director of NACCO since September 2017 and of Hamilton Beach Brands Holding Company ("HBBHC") since September 2017. From prior to 2016 to present, Director of Midwest AgEnergy Group (a developer and operator of ethanol facilities in North Dakota). Mr. Butler also serves on the board of the National Mining Association and is a member of the Management Committee of the Lignite Energy Council.

With over 20 years of service as a member of senior management at NACCO while we were its wholly owned subsidiary, including as Treasurer of HYG, our principal operating subsidiary, Mr. Butler has extensive knowledge of our operations and strategies. 
2012
Carolyn Corvi69Retired Vice President and General Manager - Airplane Programs of The Boeing Company (an aerospace company). From prior to 2016 to present, Director of United Continental Holdings, Inc. From prior to 2016 to present, Director of Allegheny Technologies, Inc.

Ms. Corvi's experience in general management, including her service as vice president and general manager of a major publicly traded corporation, enables her to make significant contributions to our Board of Directors. Through this past employment experience and her past and current service on the boards of publicly traded corporations, she offers the Board a comprehensive perspective for developing corporate strategies and managing risks of a major publicly traded corporation.		2012
Edward T. Eliopoulos64Retired Partner of Ernst & Young, LLP (a public accounting firm).
 
Mr. Eliopoulos is a certified public accountant with more than 40 years of experience performing, reviewing, and overseeing audits of a wide range of global publicly traded companies. In addition, he has significant experience as a member of senior management of a major public accounting firm. These attributes, skills, and qualifications combined with his educational background in accounting enable him to provide our Board with vast financial, accounting, and corporate governance expertise. Mr. Eliopoulos also has served on the board of A. Schulman, Inc., as well as privately held companies and numerous non-profit and community boards.		2020
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NameAge
Principal Occupation and Business Experience During
Last Five Years and other Directorships in Public Companies
Director Since
John P. Jumper76Retired Chief of Staff, United States Air Force. From prior to 2016, President, John P. Jumper & Associates (aerospace consulting). From prior to 2016 to present, Director of NACCO. From prior to September 2017 to present, Director of HBBHC. From prior to 2016 to May 2018, Director of Leidos Holdings, Inc.

Through his extensive military career, including as the highest-ranking officer in the U.S. Air Force, General Jumper developed valuable and proven leadership and management skills that make him a significant contributor to our Board. In addition, General Jumper's current and prior service on the boards of other publicly traded corporations, as well as Chairman and Chief Executive Officer of two Fortune 500 companies, allow him to provide valuable insight to our Board on matters of corporate governance and executive compensation policies and practices. 		2012
Dennis W. LaBarre78Retired Partner of Jones Day (a law firm). From prior to 2016 to present, Director of NACCO. From September 2017 to present, Director of HBBHC.
 
Mr. LaBarre is a lawyer with broad experience counseling boards and senior management of publicly traded and private corporations regarding corporate governance, compliance and other domestic and international business and transactional issues. In addition, he has over 30 years of experience as a member of senior management of a major international law firm. These experiences enable him to provide our Board of Directors with an expansive view of legal and business issues, which is further enhanced by his extensive knowledge of us as a result of his many years of service on NACCO's board and through his involvement with its committees.		2012
H. Vincent Poor69Michael Henry Strater University Professor of Electrical Engineering at Princeton University since prior to 2016; Professor of Electrical Engineering since prior to 2016; Associated Faculty, Princeton Environmental Institute since prior to 2016; Associated Faculty, Program in Applied and Computational Mathematics since prior to 2016; Associated Faculty, Andlinger Center for Energy and Environment since prior to 2016; Dean, School of Engineering and Applied Science from prior to 2016 to 2016; Director, IEEE Foundation since prior to 2016; and Director, Corporation for National Research Initiatives since prior to 2016 to 2020. A member of the U.S. National Academy of Engineering and a former Guggenheim Fellow.

Dr. Poor’s broad experience in the fields of signal processing, machine learning and data science have opened new horizons in wireless communications and related fields. In this context, his extensive skills and knowledge allow him to provide valuable insight to our Board on matters related to telemetry and electrical engineering.		2017
Alfred M. Rankin, Jr.79Chairman and Chief Executive Officer of the Company and Chairman of HYG. President of the Company since prior to 2016 to February 2021. Since September 2017, Non-Executive Chairman of NACCO and NACCO’s principal subsidiary, NACoal. Since January 2019, Non-Executive Chairman of HBBHC and its principal subsidiary, Hamilton Beach Brands ("HBB"). From September 2017 to December 2018, Executive Chairman of HBBHC and HBB. From prior to 2016 to September 2017, Chairman of HBB. From prior to 2016 to September 2017, Chairman, President, and CEO of NACCO and Chairman of NACoal.

In over 45 years of service to NACCO, our former parent company, as a Director and over 25 years in senior management of NACCO, Mr. A. Rankin has amassed extensive knowledge of all of our strategies and operations. In addition to his extensive knowledge of the Company, he also brings to our Board unique insight resulting from his service on the boards of other publicly traded corporations and the Federal Reserve Bank of Cleveland. Additionally, through his dedicated service to many of Cleveland’s cultural institutions, he provides a valuable link between our Board, the Company, and the community surrounding our corporate headquarters. Mr. A. Rankin is also the grandson of the founder of NACCO and additionally brings the perspective of a long-term stockholder to our Board.		2012
Claiborne R. Rankin70
Manager of NCAF Management, LLC, the managing member of North Coast Angel Fund, LLC (a private firm specializing in venture capital and investments) from prior to 2016. Managing Member of Sycamore Partners, LLC, the manager of NCAF Management II, LLC and managing member of North Coast Angel Fund II, LLC (each a private firm specializing in venture capital and investments) from prior to 2016. Mr. C. Rankin also serves as Chairman of the Board of TPA Stream Inc. and was a director of LogicBay Corporation. Mr. C. Rankin also is a Director of the Angel Capital Association since May 2020 to present.

Mr. C. Rankin is the grandson of the founder of NACCO. As a member of the board of HYG for more than 20 years, Mr. C. Rankin has extensive knowledge of the lift truck industry and the Company. This experience and knowledge, his venture capital experience and the perspective of a long-term stockholder enable him to contribute to our Board of Directors.
2012
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NameAge
Principal Occupation and Business Experience During
Last Five Years and other Directorships in Public Companies
Director Since
Britton T. Taplin64Self-employed (personal investments). From prior to 2016 to present, Mr. Taplin serves as a Director of NACCO. From September 2017 to present, Mr. Taplin serves as a Director of Hamilton Beach Brands, Inc.

Mr. Taplin is the grandson of the founder of NACCO and brings the perspective of a long-term stockholder to our Board of Directors.		2012
David B.H. Williams51President of the law firm Williams, Bax & Saltzman, P.C. from prior to 2016.

Mr. Williams is a lawyer with more than 25 years of experience providing legal counsel to businesses in connection with litigation and commercial matters. Mr. Williams' substantial experience as a litigator and commercial advisor enables him to provide valuable insight on business and legal issues pertinent to the Company. 		2020
Eugene Wong86Professor Emeritus of the University of California at Berkeley from prior to 2016.
 
Dr. Wong has broad experience in engineering, particularly in the areas of electrical engineering and software design, which are of significant value to the oversight of our information technology infrastructure, product development and general engineering. He has served as technical consultant to a number of leading and developing nations, which enables him to provide an up-to-date international perspective to our Board of Directors. Dr. Wong has also co-founded and managed several corporations, and has served as a chief executive officer of one, enabling him to contribute an administrative and management perspective of a corporate chief executive officer.		2012
    J.C. Butler, Jr. is the son-in-law of Alfred M. Rankin, Jr. as indicated on the Director Compensation Table shown below, in 2020 Mr. Butler received $209,356 in total compensation from us as a director.
    David B.H. Williams is the son-in-law of Alfred M. Rankin, Jr. as indicated on the Director Compensation Table shown below, in 2020 Mr. Williams received $177,304 in total compensation from us as a director.
    Claiborne R. Rankin is the brother of Alfred M. Rankin, Jr. as indicated on the Director Compensation Table shown below, in 2020 Mr. C. Rankin received $200,246 in total compensation from us as a director.
Director Compensation
The following table sets forth all compensation of the directors, other than Mr. A. Rankin, for services as our directors and as directors of certain of our operating subsidiaries. In addition to being a director, Mr. A. Rankin serves as Chairman and CEO of the Company and Chairman of HYG. Mr. A. Rankin does not receive any compensation for his services as a director. Mr. A. Rankin's compensation for services as one of our Named Executive Officers is shown in the Summary Compensation Table on page 29.
2020 Director Compensation
NameFees Earned or Paid in
Cash
($)(1)(2)		Stock
Awards
($)(1)(3)		All Other
Compensation
($)(4)		Total
($)
James B. Bemowski$88,999$114,543$7,091$210,633
J.C. Butler, Jr. $89,022$114,543$5,791$209,356
Carolyn Corvi$134,440$114,543$7,091$256,074
Edward T. Eliopoulos$50,175$74,653$3,184$128,012
John P. Jumper$129,790$114,543$5,675$250,008
Dennis W. LaBarre$140,138$114,543$5,470$260,151
H. Vincent Poor$91,899$114,543$7,016$213,458
Claiborne R. Rankin$78,651$114,543$7,052$200,246
Britton T. Taplin$78,651$114,543$7,091$200,285
David B.H. Williams$69,819$101,945$5,540$177,304
Eugene Wong $26,393$182,897$3,934$213,224
(1)During 2020, the Company enacted various global cost containment measures that had a direct impact on employee compensation and benefits in response to the adverse impact of the coronavirus ("COVID-19") pandemic on the Company's business (as described in more detail on page 16). In response, the Board of Directors agreed to reduce the annual retainer and all committee fees payable to the directors by 10% effective for meetings after May 1, 2020. The amounts shown in the Director Compensation table above reflect the amounts actually received by each director for 2020.
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(2)The amounts in this column reflect the annual retainers and other fees earned by our directors for services rendered in 2020. They also include payment for certain fractional shares of Class A Common that were earned and cashed out under the Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan (the "Non-Employee Directors' Plan") described below.
(3)Under the Non-Employee Directors' Plan, the directors are required to receive a portion of their annual retainer in shares of Class A Common (the "Mandatory Shares"). They are also permitted to elect to receive all or part of the remainder of the retainer and all fees in the form of shares of Class A Common (the "Voluntary Shares"). Amounts in this column reflect the aggregate grant date fair value of the Mandatory Shares and Voluntary Shares that were granted to directors under the Non-Employee Directors' Plan, determined pursuant to the Financial Accounting Standards Board Accounting Standards Codification Topic 718, which we refer to as "FASB ASC Topic 718". See Note 6 of the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 for more information regarding the accounting treatment of our equity awards. Mandatory and Voluntary Shares are immediately vested when granted. Therefore, no equity awards remained outstanding at the end of 2020.
(4)The amount listed includes: (i) Company-paid life-insurance premiums for the benefit of the director; (ii) other Company-paid premiums for accidental death and dismemberment insurance for the directors and their spouses; and (iii) personal excess liability insurance premiums for the directors and immediate family members. The amount listed also includes charitable contributions made in our name on behalf of the director and spouse under our matching charitable gift program in the amount of $2,500 for Mr. Eliopoulos, $2,000 for Dr. Wong and $5,000 for each of the remaining directors.
Description of Material Factors Relating to the Director Compensation Table
Prior to the enactment of the COVID-19 cost containment measures, each non-employee director was entitled to receive the following annual compensation for service on our Board of Directors and on HYG's Board of Directors:
•a retainer of $184,000 ($124,000 of which will be paid in the form of Mandatory Shares, as described below);
•attendance fees of $1,000 per day for each meeting attended (including telephonic/telepresence meetings) of our Board of Directors or subsidiary Board of Directors (limited to $1,000 per day);
•attendance fees of $1,000 for each meeting attended (including telephonic/telepresence meetings) of a committee of our Board of Directors on which the director served;
•an additional retainer of $7,000 for each committee of our Board of Directors on which the director served (other than the Executive Committee);
•an additional retainer of $10,000 for each committee of our Board of Directors on which the director served as chairman (other than the Audit Review Committee); and
•an additional retainer of $15,000 for the chairman of the Audit Review Committee of our Board of Directors.
The retainers are paid quarterly in arrears and the meeting fees are paid following each meeting. Each director is also reimbursed for expenses incurred as a result of attendance at meetings. We also occasionally make a private aircraft available to directors for attendance at meetings of our Board of Directors and subsidiary Board of Directors.
Under the Non-Employee Directors' Plan, each director who was not an officer of the Company or one of our subsidiaries receives $124,000 of the $184,000 retainer in whole shares of Class A Common, referred to as Mandatory Shares. Any fractional shares are paid in cash. The actual number of shares of Mandatory Shares issued to a director is determined by the following formula:
the dollar value of the portion of the $124,000 retainer that was earned by the director each quarter
divided by
the average closing price of shares of Class A Common on the NYSE for each week during such quarter.
These shares are fully vested on the date of grant, and the director is entitled to all rights of a stockholder, including the right to vote and receive dividends. The shares, however, cannot be assigned, pledged or otherwise transferred by the director other than:
•by will or the laws of descent and distribution;
•pursuant to a qualifying domestic relations order; or
•to a trust or partnership for the benefit of the director or his or her spouse, children or grandchildren.
These restrictions lapse on the earliest to occur of:
•ten years after the last day of the calendar quarter for which such shares were earned;
•the director's death or permanent disability;
•five years from the date of the director's retirement;
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•the date that a director is both retired from our Board of Directors and has reached age 70; or
•at such other time as determined by the Board of Directors in its sole discretion.
In addition, each director may elect under the Non-Employee Directors' Plan to receive shares of Class A Common in lieu of cash, referred to as Voluntary Shares, for up to 100% of the balance of their retainers and meeting attendance fees. The number of shares issued is determined under the same formula stated above. These Voluntary Shares, however, are not subject to the foregoing transfer restrictions.
Each director also receives: (i) Company-paid life insurance in the amount of $50,000; (ii) Company-paid accidental death and dismemberment insurance for the director and spouse; (iii) personal excess liability insurance in the amount of $10 million for the director and immediate family members who reside with the director; and (iv) up to $5,000 per year in matching charitable contributions.
The 10% COVID-19-related reduction in the annual retainer and all committee fees payable to the directors ceased effective January 1, 2021.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership of such securities with the SEC and the NYSE. Officers, directors and greater than 10% beneficial owners are required by applicable regulations to furnish us with copies of all Section 16(a) forms they file.
Based upon the review of the copies of Section 16(a) forms received by us, and upon written representations from reporting persons concerning the necessity of filing a Form 5 Annual Statement of Changes in Beneficial Ownership, we believe that, during 2020, all filing requirements applicable for reporting persons were met.
Advisory Vote to Approve the Company's Named Executive Officer Compensation (Proposal 2)
    As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, referred to as the "Dodd-Frank Act", and Section 14A of the Exchange Act, we are asking you to cast an advisory (non-binding) vote to approve the Company's Named Executive Officer compensation. We believe that stockholders should have the opportunity to vote on the compensation of our Named Executive Officers annually. The next vote will be held at the Company's annual meeting in 2022.
Why You Should Approve our Named Executive Officer Compensation
The guiding principle of the compensation program for senior management employees, including Named Executive Officers, is the maintenance of a strong link among an employee's compensation, individual performance and the performance of the Company as a whole and/or the business unit for which the employee has responsibility. The primary objectives of our compensation program are:
•to attract, retain and motivate talented management;
•to reward management with competitive total compensation for the achievement of specific corporate and individual goals; and
•to make management long-term stakeholders in the Company.
    We believe our compensation programs and policies are appropriate and effective in implementing our compensation philosophy and in achieving our goals, and that they are aligned with stockholder interests.
    We believe that stockholders should consider the following in determining whether to approve this proposal.
Impact of COVID-19
During 2020, the broad measures taken by governments, businesses and others across the globe to limit the spread of COVID-19 adversely affected the Company. In response, the Company initiated several cost reduction measures directly impacting our 2020 compensation program for all employees, including the Named Executive Officers. These cost containment measures included the following actions (among others):
•A 10% reduction in employee base salaries beginning May 1, 2020; and
•The suspension of 2020 annual and long-term incentive compensation, effective for the full 2020 performance year.
We encourage stockholders to read the Executive Compensation section of this Proxy Statement, including the Compensation Discussion and Analysis and compensation tables, for a more detailed discussion of all compensation-related cost reduction actions taken by the Company and the resulting impact on our 2020 programs and policies.
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Compensation Program is Highly Aligned with Stockholder Value
We seek to achieve the foregoing policies and objectives through a mix of base salaries and incentive plans. In a typical year, base salaries are set at levels appropriate to allow the incentive plans to serve as significant motivating factors. The Compensation Committee carefully reviews each of these components in relation to our performance. Incentive-based compensation plans are designed to provide significant rewards for achieving or surpassing annual operating and financial performance objectives, as well as to align the compensation interests of the senior management employees, including the Named Executive Officers, with our long-term interests.
Strong Pay-for-Performance Orientation
    The short-term and long-term incentive compensation for our employees is substantially performance-based. Although the design of our compensation program offers opportunities for employees to earn superior compensation for outstanding results, it also includes significantly reduced compensation for results that do not meet or exceed the previously established performance targets for the year. In years when we have weaker financial results, payouts under the incentive compensation plans will generally be lower. In years when we have stronger financial results, payouts under the incentive compensation plans will generally be greater. In general, all performance targets are set at a scale that encourages performance improvement without requiring outstanding results that would encourage conduct inconsistent with building long-term value. The chosen performance metrics and measurement periods are well-aligned with our business strategy and objectives for long-term value creation for our stockholders.
Compensation Program Has Appropriate Long-Term Orientation
    Our compensation programs and policies have a long-term focus.
    The purpose of our long-term incentive compensation plan is to enable senior management employees to accumulate capital through future managerial performance, which the Compensation Committee believes contributes to the future success of our businesses. Our long-term incentive compensation plan generally requires long-term commitment on the part of our senior management employees, and stock sales are generally not permitted for a number of years. Rather, the awarded amount is effectively invested in the Company for an extended period to strengthen the tie between stockholders' and the Named Executive Officers' long-term interests.
    Therefore, stockholders are asked to cast a non-binding, advisory vote to approve the following resolution that will be submitted for a stockholder vote at the meeting:
    "RESOLVED, that the compensation paid to the Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion, is hereby APPROVED."
    Stockholder Vote. In accordance with our Bylaws, the affirmative vote of the holders of a majority of the voting power of our stock that are present in person or represented by proxy and that is actually voted is required to approve this proposal. You may vote "FOR" or "AGAINST" the resolution or abstain from voting on the resolution. The result of the say-on-pay vote will not be binding on us or the Board. The final decision on the Company's executive compensation and benefits remains with the Board and the Compensation Committee. We and the Board, however, value the views of our stockholders. The Board and the Compensation Committee will review the results of the vote and expect to take them into consideration in addressing future compensation policies and decisions.
    THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL TO APPROVE THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION DISCLOSED PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, THE COMPENSATION TABLES AND NARRATIVE DISCUSSION.
Confirmation of Appointment of Ernst & Young LLP, the Independent Registered Public Accounting Firm of the Company, for the Current Fiscal Year (Proposal 3)
Ernst & Young LLP has been selected by the Audit Review Committee as the principal independent registered public accounting firm for the current fiscal year for us and certain of our subsidiaries. The appointment of Ernst & Young LLP as our independent registered public accounting firm is not required to be submitted to a vote of our stockholders for confirmation. However, our Board of Directors believes that obtaining stockholder confirmation is a sound governance practice.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE CONFIRMATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2021.
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It is expected that representatives of Ernst & Young LLP will attend the Annual Meeting, with the opportunity to make a statement if they so desire, and, if a representative is in attendance, the representative will be available to answer appropriate questions.
If our stockholders fail to vote on an advisory basis in favor of the confirmation of the appointment of Ernst & Young LLP, the Audit Review Committee will take such actions as it deems necessary as a result of such stockholder vote. Even if the appointment of Ernst & Young LLP is confirmed, the Audit Review Committee may select a different independent registered public accounting firm at any time during the fiscal year 2021 if it determines that such a change would be in the best interests of the Company and its stockholders.
Audit Fees
2020 and 2019 - Ernst & Young LLP billed or will bill us in the aggregate $4.0 million and $4.9 million, respectively, for professional services rendered by Ernst & Young LLP in each of 2020 and 2019 for the audit of our annual consolidated financial statements for the fiscal years ended December 31, 2020 and 2019 and the review of the interim consolidated financial statements included in our Quarterly Reports on Form 10-Q filed during the fiscal years ended December 31, 2020 and 2019, as well as for services provided in connection with statutory audits.
Audit-Related Fees
2020 and 2019 - Ernst & Young LLP billed us in the aggregate less than $0.1 million each year for assurance and related services rendered in each of 2020 and 2019, primarily related to annual subscriptions for accounting reference tools.
Tax Fees
2020 and 2019 - Ernst & Young LLP did not provide services and has not billed us fees for professional tax services in 2020 or 2019.
All Other Fees
2020 and 2019 - Ernst & Young LLP did not provide services and has not billed us fees for services provided, other than the services reported under "Audit Fees" and "Audit-Related Fees" during the fiscal years ended December 31, 2020 and 2019.
Except as set forth above and approved by the Audit Review Committee pursuant to our pre-approval policies and procedures, no assurance or related services, tax compliance, tax advice or tax planning services were performed by the principal independent registered public accounting firm for us during the last two fiscal years.
Pre-Approval Policies and Procedures
Under our pre-approval policies and procedures, only audit, audit-related services and tax services may be performed by our principal independent registered public accounting firm. All audit, audit-related, tax and other accounting services to be performed for us must be pre-approved by our Audit Review Committee. In furtherance of this policy, for 2021, the Audit Review Committee authorized us to engage Ernst & Young LLP for specific audit, audit-related and tax services up to specified fee levels. The Audit Review Committee has delegated to the Chairman of the Audit Review Committee, together with one other Audit Review Committee member, the authority to approve services other than audit, review or attest services, which approvals are reported to the Audit Review Committee at its next meeting. We provide a summary of approvals and commitments at each general meeting of the Audit Review Committee.
The Audit Review Committee has considered whether the providing of the non-audit services to us by Ernst & Young LLP is compatible with maintaining its independence. In addition, as a result of the recommendation of the Audit Review Committee, we have adopted policies limiting the services provided by our independent registered public accounting firm that are not audit or audit-related services.
PART THREE - EXECUTIVE COMPENSATION INFORMATION
Summary of Our Named Executive Officer Compensation Program
The material elements of our 2020 compensation objectives and policies as they relate to the Named Executive Officers listed in the Summary Compensation Table on page 29, referred to as the NEOs, are described below. This discussion and analysis should be read in conjunction with all accompanying tables, footnotes and text in the Proxy Statement.
Impact of COVID-19. During 2020, the broad measures taken by governments, businesses and others across the globe to limit the spread of COVID-19 adversely affected the Company. The resulting significant decline in economic activity also reduced the demand for the Company's products and limited the availability of components from certain suppliers. Production was significantly reduced or suspended at the Company's Chinese and European facilities for certain periods during the first and early second quarters of 2020. In order to enhance liquidity, the Company initiated, and the Compensation
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Committee approved, several cost reduction measures directly impacting our 2020 compensation program for all employees, including the NEOs. These cost containment actions included the following:
•A 10% reduction in employee base salaries beginning May 1, 2020;
•The suspension of 2020 annual and long-term incentive compensation, effective for the full 2020 performance year;
•The suspension of employer matching contributions under the Company's defined contribution retirement plans effective May 1, 2020; and
•The suspension of employer profit sharing contributions under the Company's defined contribution retirement plans effective April 1, 2020.     
The following discussion and analysis will describe the Company's 2020 NEO compensation program, including as initially adopted, and, where applicable, note the impact of the COVID-19 cost containment measures.
After careful analysis of the Company's performance during 2020, and noting an evident, if limited, upturn in the markets by the end of the year, management recommended, and the Compensation Committee approved, the elimination of all of the COVID-19-related compensation and incentive reductions/suspensions on a go-forward basis effective January 1, 2021.
At our 2020 annual meeting of stockholders, the Company received strong support for our compensation program with over 99% of the votes cast approving our advisory vote on NEO compensation. The Compensation Committee believes that this overwhelming support validates the philosophy and objectives of our executive compensation program.
We pay for performance. Our executive compensation program strongly ties the compensation of our NEOs to our short-term and long-term business objectives and to stockholder interests. Key elements of compensation in a typical year include base salary, annual incentive compensation, long-term incentive compensation and defined contribution retirement benefits. Prior to the suspension of annual and long-term incentive compensation for 2020, 81% of Mr. A. Rankin's 2020 target compensation and, as a group, approximately 64% of the other NEOs' target compensation was incentive-based and "at-risk" based on Company performance.     
In addition, in typical years, long-term incentive awards for the NEOs are paid in the form of a combination of cash and restricted shares of Class A Common which, as described in more detail beginning on page 24, are generally subject to transfer restrictions for a period of ten years. The value of these restricted stock awards continues to be "at-risk" based on future Company performance and continues to align the interests of the NEOs with those of our stockholders.
Other key features of our standard NEO compensation program include:
What We DoWhat We Do Not Do
Equity compensation awards for the Company's most senior executives, including the NEOs, generally must be held for ten years. Equity awards generally cannot be pledged, hedged or transferred during this time without Compensation Committee approval.We do not provide our NEOs with employment or individual change in control agreements.
We provide limited change in control protections under our incentive and nonqualified deferred compensation plans that only (i) accelerate the time of payment of previously vested incentive benefits and non-qualified retirement benefits and (ii) provide for pro-rata target incentive payments for the year of any change in control.We do not provide any tax gross-ups except for certain relocation expenses.
We provide for a modest level of perquisites, the majority of which are paid in cash, that are determined based on market reasonableness.We do not provide our NEOs with any minimum or guaranteed bonuses.
We use an independent compensation consultant.We do not have any active defined benefit plans.
We set our target compensation at the 50th percentile of our chosen benchmark group and deliver compensation above or below this level based on performance.
We design our compensation program to pay for performance, providing the NEOs an opportunity to earn superior compensation for outstanding results and significantly reduced compensation for results that fall short of the established performance targets for the year.

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Compensation Discussion and Analysis
Executive Compensation Governance
The Compensation Committee establishes and oversees the administration of the policies, programs and procedures for compensating our NEOs. The members of the Compensation Committee consist solely of independent directors. The Compensation Committee's responsibilities are listed on page 4.
Compensation Committee Interlocks and Insider Participation
None of our executive officers serves or has served on the compensation committee of any entity that has one or more of its executive officers serving as a member of our Compensation Committee.
Named Executive Officers for 2020
The NEOs for 2020, all of whom are employed by the Company's U.S. operating subsidiary, HYG, are listed in the table below:
Name Titles
Alfred M. Rankin, Jr. (1)Chairman and CEO – Hyster-Yale
Chairman – HYG
Kenneth C. SchillingSenior Vice President and Chief Financial Officer – Hyster-Yale
Senior Vice President and Chief Financial Officer – HYG
Rajiv K. Prasad (2)President – Hyster-Yale
President and CEO – HYG
Anthony J. SalgadoChief Operating Officer, HYG - Hyster-Yale Chief Operating Officer - HYG
Charles F. PascarelliSenior Vice President, President, Americas - HYG
(1)    Mr. A. Rankin's title changed from Chairman, President and CEO - Hyster-Yale to Chairman and CEO - Hyster-Yale effective February 17, 2021.
(2)    Mr. Prasad's title changed from President and CEO, HYG - Hyster-Yale to President - Hyster-Yale effective February 17, 2021.
Compensation Consultants
The Compensation Committee receives assistance and advice from Korn Ferry, an internationally-recognized compensation consulting firm. Korn Ferry is engaged by and reports to the Compensation Committee and also provides advice and discusses compensation issues directly with management.
Korn Ferry makes recommendations regarding substantially all aspects of compensation for our directors and the NEOs. For 2020, Korn Ferry was engaged in general to make recommendations regarding:
•director compensation levels;
•2020 salary midpoints, incentive compensation targets (calculated as a percentage of salary midpoint) and target total compensation for all senior management positions;
•2020 salary midpoints and/or range movement for all other employee positions; and
•mid-year salary point levels, salary midpoints and incentive targets for all new senior management positions and/or changes to current senior management positions.
All salary point recommendations are determined through the consistent application of the salary point methodology, which is a proprietary method that takes into account the know-how, problem-solving and accountability requirements of the position. A representative of Korn Ferry attended one of the Compensation Committee meetings in 2020 and, during that meeting, consulted with the Compensation Committee in executive session without management present.
Korn Ferry also provided limited non-executive compensation consulting services to the Company in 2020. However, the Compensation Committee has considered and assessed all relevant factors, including, but not limited to, those set forth in Rule 10C-1(b)(4)(i) through (vi) of the Exchange Act, that could give rise to a potential conflict of interest with respect to Korn Ferry. Based on this review, we are not aware of any conflict of interest that has been raised by the work performed by Korn Ferry. The Committee has assessed the independence of Korn Ferry.

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Korn Ferry's General Industrial Survey - Salary Midpoint
    As a starting point for setting total target compensation for 2020, the Compensation Committee directed Korn Ferry to use its proprietary survey, known as the General Industrial survey, which contains data from a broad group of domestic industrial organizations, but ranging in size from approximately $2.5 billion to approximately $4.99 billion in annual revenues.
    For 2020, participants in the General Industrial survey included 439 parents and 1,681 independent operating units, which satisfied Korn Ferry's quality assurance controls and represented almost all segments of industry (including manufacturing, but excluding retail and finance segments).
The Compensation Committee chose this particular survey as its benchmark for the following reasons:
•It provides relevant information regarding the compensation paid to employees, including senior management employees, with similar skill sets used in our industry and represents the talent pool from which we recruit;
•The use of a broad-based survey reduces volatility and lessens the impact of cyclical upswings or downturns in any one industry that could otherwise skew the survey results in any particular year; and
•It provides a competitive framework for recruiting employees from outside of our industry.
Using its proprietary salary point methodology, Korn Ferry compares positions of similar scope and complexity with the data contained in the General Industrial survey. Korn Ferry then derives a median salary level for each salary point level targeted at the 50th percentile of the General Industrial survey (the "salary midpoint"). The Compensation Committee sets the salary midpoint for each of the NEOs (other than Mr. A. Rankin - refer to note (3) of the target total compensation table on page 22) at 100% of the salary midpoint recommended by Korn Ferry. The Compensation Committee believes that the use of salary midpoints ensures that our compensation program provides sufficient compensation to attract and retain talented executives and maintain internal pay equity, without overcompensating our employees. Because salary midpoints are based on each salary point level, all of the employees at a particular salary point level generally have the same salary midpoint, with some geographic differences. The salary midpoints provided by Korn Ferry are then used to calculate the total target compensation of the NEOs.
Compensation Policies, Objectives and Methodology - Total Target Compensation
The guiding principle of our compensation program is the maintenance of a strong link among an employee's compensation, individual performance and the performance of the Company or the subsidiary or business unit for which the employee has responsibility. The primary objectives of our compensation program are to:
•attract, retain and motivate talented management;
•reward management with competitive total compensation for achievement of specific corporate and individual goals;
•make management long-term stakeholders in the Company;
•help ensure that management's interests are closely aligned with those of our Company's stockholders; and
•maintain consistency in compensation among all of the Company's direct and indirect subsidiaries.
    The Compensation Committee establishes comprehensively defined "target total compensation" for each NEO following rigorous evaluation standards to help maintain internal equity. In this process, the Compensation Committee annually reviews the following information for each of the NEOs for the current year, as well as that being proposed for the subsequent year:
•salary midpoint, as determined by Korn Ferry from the General Industrial survey;
•cash in lieu of perquisites (if applicable);
•short-term incentive target dollar amount (determined by multiplying the salary midpoint by a specified percentage of that midpoint, as determined by the Compensation Committee, with advice from Korn Ferry, for each salary grade);
•long-term incentive target dollar amount (determined in the same manner as the short-term incentive target);
•target total compensation, which is the sum of the foregoing amounts; and
•base salary.
    In November 2019, the Compensation Committee reviewed the total target compensation for each of our NEOs to decide whether it should make changes to the 2020 compensation program. The Compensation Committee determined that the
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overall program continued to be consistent with our compensation objectives and did not make any material changes for 2020 at that time.
The design of our compensation program typically provides employees with the opportunity to earn superior compensation for outstanding results. Base salaries are set at levels appropriate to allow our incentive plans to serve as significant motivating factors. Because our program provides significantly reduced compensation for results that do not meet or exceed the established performance targets for the year, it encourages NEOs to earn incentive pay greater than 100% of target over time by delivering outstanding managerial performance.
The Compensation Committee views the various components of compensation as related but distinct. For example, the Compensation Committee uses the information provided from the General Industrial survey to determine the salary midpoint. It then generally sets actual base salaries between 80% and 120% of that salary midpoint (up to 130% for Mr. A. Rankin). The Compensation Committee also obtains the total target incentive compensation amounts from Korn Ferry based on the General Industrial survey, but determines the mix of short-term and long-term incentives in its discretion, based on its decision regarding how best to motivate our employees.
    The following table sets forth target total compensation for the NEOs, as recommended by Korn Ferry and approved by the Compensation Committee for 2020 prior to enactment of the COVID-19 cost containment measures (as described in more detail on page 16):
Named Executive Officer(A)
Salary Midpoint ($)(%)		(B)
Cash in Lieu of Perquisites ($)(%)(1)		(C)
Short-Term Plan Target ($)(%)		(D)
Long-Term Plan Target
($)(%)(2)		(A)+(B)+(C)+(D) Target Total Compensation
($)
Alfred M. Rankin, Jr. (3)$1,035,09018%$40,5001%$1,086,84519%$3,452,02562%$5,614,460
Kenneth C. Schilling$441,30042%$20,0002%$220,65021%$380,62135%$1,062,571
Rajiv K. Prasad $734,00030%$35,0001%$550,50023%$1,097,33046%$2,416,830
Anthony J. Salgado$613,80034%$25,0001%$398,97022%$776,45743%$1,814,227
Charles F. Pascarelli$525,30037%$20,0001%$315,18022%$543,68640%$1,404,166
(1)The NEOs are paid a fixed dollar amount of cash ratably throughout the year in lieu of perquisites. The applicable dollar amounts were approved by the Compensation Committee following an analysis performed by Korn Ferry in 2017 and remained in effect through 2020. Based on this analysis, the Compensation Committee set a defined perquisite allowance for each NEO, based on the salary point level of the position. This approach satisfies our objective of providing competitive total compensation to our NEOs while recognizing that perquisites are largely just another form of compensation. The amounts of cash in lieu of perquisites actually received by the NEOs in 2020 were reduced by 10% beginning on May 1, 2020 (ended on January 1, 2021) and are reflected in the Summary Compensation Table on page 29.
(2)The amounts shown include a 15% increase from the Korn Ferry-recommended long-term plan target awards that the Compensation Committee applies each year to account for the immediately taxable nature of the awards issued under the Hyster-Yale Materials Handling, Inc. Long-Term Equity Incentive Plan (the "Equity Long-Term Plan"). See "Long-Term Incentive Compensation" beginning on page 24. Due to the suspension of the Incentive Plans for 2020, no short-term or long-term incentive awards were earned or paid for 2020.
(3)Prior to September 30, 2017, Mr. A. Rankin served as the Chairman, President and CEO of both NACCO and Hyster-Yale. He retired as President and Chief Executive Officer of NACCO in connection with NACCO’s 2017 spin-off of Hamilton Beach Brands Holding Company (“Hamilton Beach”). Consequently, Mr A. Rankin no longer provides full-time CEO services to two publicly traded companies. However, because Mr. A. Rankin continues to provide services to both NACCO and Hamilton Beach, the Compensation Committee decided to apply a 10% reduction factor for 2020 to the 2020 Korn Ferry-recommended salary midpoint for Mr. A. Rankin's Hyster-Yale CEO position. As a result, the Compensation Committee set Mr. A. Rankin's target total compensation for 2020 as follows:
2020 Mr. A. Rankin Target Compensation(A) Salary Midpoint(B) Cash in Lieu of Perquisites (1)(C)
Short-Term Plan Target (105% of salary midpoint)		(D)
Equity Long-Term Plan Target (290% of salary midpoint) + 15% increase		(A) + (B) + (C) + (D) Target Total Compensation
Hay-Recommended Amounts$1,150,100$45,000$1,207,603$3,835,584$6,238,287
Adjusted Amounts Determined by Compensation Committee (10% reduction - as reflected on table above)$1,035,090$40,500$1,086,845$3,452,025$5,614,460
(1)    The amount of cash in lieu of perquisites actually received by Mr. A. Rankin in 2020 was reduced by 10% beginning on May 1, 2020 (ended on January 1, 2021) and is reflected in the Summary Compensation Table on page 29.
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Target total compensation is supplemented by health and welfare benefits and retirement benefits, which consist of both (i) qualified defined contribution plans and (ii) U.S. nonqualified deferred compensation arrangements (the "Excess Plans").
Base Salary
    The Compensation Committee fixes an annual base salary intended to be competitive in the marketplace to recruit and retain talented employees. Base salary is intended to provide employees with a set amount of money during the year with the expectation that they will perform their responsibilities to the best of their ability and in our best interests.
For 2020, the Compensation Committee determined the base salary for the NEOs by generally taking into account their individual performance for 2019 and the relationship of their 2019 base salary to the new 2020 salary midpoint for their salary point level. The Compensation Committee also took into account other relevant information, including:
•general inflation, salary trends and economic forecasts provided by Korn Ferry;
•general budget considerations and business forecasts provided by management; and
•evaluations of individual performance during 2019.
Employees with lower base salaries compared to their salary midpoint and/or superior performance have the potential for larger salary increases. Employees with higher base salaries compared to their salary midpoint and/or who have performed less effectively during the performance period have the potential for smaller increases or even no increase.
    The following table sets forth the salary information for each NEO for 2020 prior to the enactment of the COVID-19 cost containment measures (as described in more detail on page 16):
Named Executive OfficerSalary Midpoint
Determined by
Korn Ferry
($)		Base Salary for 2020 and as
a Percentage of Salary
Midpoint
($)(%) (1)		Change Compared to
2019 Base Salary
(%)
Alfred M. Rankin, Jr. (2)$1,035,090$1,039,738100.4%6.0%
Kenneth C. Schilling $441,300$444,680100.8%4.0%
Rajiv K. Prasad $734,000$631,83386.1%4.5%
Anthony J. Salgado$613,800$501,90081.8%5.0%
Charles F. Pascarelli $525,300$494,03294.0%2.5%
(1)The base salary amounts actually received by the NEOs in 2020 were reduced by 10% beginning on May 1, 2020 (ended on January 1, 2021) and are reflected in the Summary Compensation Table on page 29.
(2)The Compensation Committee reduced Mr. A. Rankin's salary midpoint by 10% from the Korn Ferry-recommended amount for a stand-alone Chairman, President and CEO of the Company in 2020.
Incentive Compensation
    One of the principles of our compensation program is that senior management employees, including the NEOs, are compensated based on the performance of the Company and/or the business unit for which they are responsible. In 2020, all of the NEOs were expected to participate in (i) the Hyster-Yale Group, Inc. Annual Incentive Compensation Plan (the "Short-Term Plan") and (ii) the Equity Long-Term Plan (collectively, the "Incentive Plans") prior to the suspension of those plans as part of the COVID-19 cost containment measures enacted by the Company.
Overview. Our incentive compensation plans are designed to align the compensation interests of the senior management employees with our short-term and long-term interests. A significant portion of the NEOs' compensation is linked directly to the attainment of specific financial and operating targets. As illustrated on the target total compensation table on page 20, prior to enactment of the COVID-19 cost containment measures, 81% of Mr. A. Rankin's 2020 target compensation was variable or "at risk" and tied to Company performance and, as a group, approximately 64% of the other NEOs' target compensation was tied to Company performance. For 2020, the sum of each of the NEO's incentive compensation targets exceeded the sum of his fixed payments (base salary plus perquisite allowance).
The performance criteria and target performance levels for the incentive plans are established annually by the Compensation Committee and are based upon management's recommendations as to our performance objectives for the year. Prior to the suspension of the Incentive Plans as part of the COVID-19 cost containment measures enacted by the Company, two types of performance targets were adopted for use in the Incentive Plans for 2020:
•Targets Based on Annual Operating Plan. Certain performance targets are based on forecasts contained in the 2020 annual operating plan ("AOP"). With respect to these targets, there is an expectation that these performance targets will be met during the year. If they are not, the participants will not receive all or a portion of the award that is based on these performance criteria.
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•Operating Profit Dollar Feature. The Compensation Committee approved an overall profitability level reduction feature for each of the Incentive Plans for 2020. This feature provides for a reduction in payouts under the plans from the amounts otherwise determined under the pre-established performance targets unless a separate operating profit dollar target is achieved, thus providing participants with additional motivation to deliver outstanding performance.
    Each NEO would have been eligible to receive a short-term incentive award and a long-term incentive award based on a target incentive amount that is equal to a percentage of salary midpoint for 2020 prior to the suspension of the 2020 Incentive Plans due to the Company's enactment of the COVID-19 cost containment measures.
Calculation and Payment Overview. Awards under the Incentive Plans are determined as follows:
•Target awards for each executive are equal to a specified percentage of the executive's 2020 salary midpoint, based on the number of salary points assigned to the position and the appropriate level of short-term and long-term incentive compensation targets recommended by Korn Ferry and adopted by the Compensation Committee at that level. The Compensation Committee then increases the target amounts under the Equity Long-Term Plan by 15% to account for the immediately taxable nature of the awards.
•The plans have a one-year performance period. Final awards are determined after year-end by comparing actual performance to the pre-established performance targets that were set by the Compensation Committee.
•The Compensation Committee, in its discretion, may increase, decrease or eliminate awards and may approve the payment of awards where performance would otherwise not meet the minimum criteria set for payment of awards.
•Short-Term Plan awards are paid annually in cash. Equity Long-Term Plan awards are paid annually in a combination of cash and restricted shares of Class A Common.
•All shares of Class A Common awarded under the Equity Long-Term Plan are immediately vested when issued. Note, however, that the transfer restrictions on the awards to our NEOs under our Equity Long-Term Plan provide an incentive over the ten-year restricted period to increase the value of the Company, which is expected to be reflected in the increased value of the stock awarded. The Compensation Committee believes that this encourages our NEOs to maintain a long-term focus on our profitability, which is in the shareholders' best interests.
•Prior to the suspension of the 2020 Incentive Plans, the maximum awards under the Short-Term Plan could not exceed 150% of the target award level. The cash-denominated awards under the Equity Long-Term Plan could not exceed 200% of the target award level (or the greater of $12,000,000 and the fair market value of 50,000 shares of Class A Common, determined at the time of payment).
•Refer to "Limited Change in Control Benefits" on page 27 for a description of the impact of a change in control on Incentive Plan awards.
Incentive Compensation Tables. When reviewing the incentive compensation tables beginning below, the following factors should be considered:
•Selection of Performance Criteria and Targets. The Compensation Committee considered the factors described under "Incentive Compensation - Overview" beginning on page 21 and adopted performance criteria and target performance levels to determine the 2020 incentive compensation awards. Prior to enacting the COVID-19 cost containment measures initiated by the Company, including the suspension of the 2020 Incentive Plans, the Committee approved a redesign of the performance criteria under the Incentive Plans for 2020. The Committee believes that this redesign supports the Company's desire to reinforce its commercial sales execution, as well as its clear commitment to the execution of key strategic projects. As such, revenue and adjusted standard margin were adopted as primary performance metrics in order to better capture the Company's economic position in the market and also reflect the growing importance of non-unit based products such as automation, fuel cells, operator assistance system, telemetry and attachments. In addition, the performance criteria under the 2020 Incentive Plans also reinforce the importance of effective management of working capital.

•Operating Profit Dollar Feature. Under the operating profit dollar feature approved by the Compensation Committee for the 2020 Incentive Plans, payouts under the plans would be reduced by up to 40% from the amounts otherwise determined under the pre-established performance targets unless a separate operating profit dollar target of $90.0 million is achieved, thus providing participants with additional motivation to deliver outstanding performance.

•Nuvera Performance Goals. For 2020, the Short-Term Plan metrics for certain of the NEOs were based in part on specific Nuvera-related performance criteria, as described in the following tables.
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•Bolzoni SpA ("Bolzoni") Performance Goals. For 2020, the Short-Term Plan metrics for certain of the NEOs were based in part on specific Bolzoni-related performance criteria, as described in the following tables.
Short-Term Incentive Compensation
    For 2020, the Short-Term Plan was designed to provide target short-term incentive compensation to the NEOs of between 50% and 105% of salary midpoint, depending on the NEO's position. The table below shows the 2020 target awards approved by the Compensation Committee for each NEO under the Short-Term Plan prior to its suspension:
Named Executive Officer (A)
2020
Salary
Midpoint ($)		(B)
Short-Term
Plan Target
as a % of Salary
Midpoint (%)		(C) = (A) x (B)
Short-Term
Plan Target ($)		 Short-Term Plan Payout ($)
Alfred M. Rankin, Jr.$1,035,090105.0%$1,086,845N/A
Kenneth C. Schilling $441,30050.0%$220,650N/A
Rajiv K. Prasad $734,00075.0%$550,500N/A
Anthony J. Salgado$613,80065.0%$398,970N/A
Charles F. Pascarelli $525,30060.0%$315,180N/A
The following tables show the 2020 Short-Term Plan performance criteria, targets and weightings established by the Compensation Committee for each of the NEOs prior to the suspension of the Short-Term Plan for 2020.
    Short-Term Incentive Criteria for Messrs. Schilling and Salgado. One hundred percent (100%) of the 2020 Short-Term Plan targets for Messrs. Schilling and Salgado were based on the following Corporate Lift Truck performance factors:
Performance CriteriaWeighting Performance Target
Lift Truck Consolidated Revenue30%$3,386,000,000
Lift Truck Adjusted Standard Margin %25%18.9%
Lift Truck Working Capital Days20%56.3
Lift Truck Consolidated Operating Profit $25%$129,000,000
Corporate Lift Truck Total 100%
Short-Term Incentive Criteria for Messrs. A. Rankin and Prasad. The 2020 Short-Term Plan targets for Messrs. A. Rankin and Prasad were based (i) 75% on Corporate Lift Truck performance factors, (ii) 15% on Nuvera performance factors and (iii) 10% on Bolzoni performance factors:
Performance CriteriaInitial Weighting at Performance Group LevelWeighting Payment FactorPerformance Target
Lift Truck Consolidated Revenue30%75%22.5%$3,386,000,000
Lift Truck Adjusted Standard Margin25%75%18.8%18.9%
Lift Truck Working Capital Days20%75%15.0%56.3
Lift Truck Consolidated Operating Profit $ 25%75%18.8%$129,000,000
Corporate Lift Truck Total75%
45KW Engine Unit Revenue20%15%3.0%$40,200,000
45KW Engine Unit Adjusted Standard Margin %20%15%3.0%27.0%
BBR Unit Engine Revenue15%15%2.3%$7,900,000
BBR Engine Unit Adjusted Standard Margin %15%15%2.3%(7.0)%
Nuvera Operating Profit $30%15%4.5%$(27,000,000.00)
Nuvera Total15%
Bolzoni Consolidated Revenue25%10%2.5%$336,500,000
Bolzoni Consolidated Adjusted Standard Margin %25%10%2.5%100%
Working Capital Days25%10%2.5%104.3
Bolzoni Operating Profit $25%10%2.5%$8,100,000
Bolzoni Total10%
    
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Short-Term Incentive Criteria for Mr. Pascarelli. One hundred percent (100%) of the Short-Term Plan target for Mr. Pascarelli was based on the following Americas Lift Truck performance factors:
Performance CriteriaWeighting Performance Target
Americas Total Revenue30%$2,305,100,000
Americas Total Adjusted Standard Margin %25%19.6%
Lift Truck Working Capital Days20%56.3
Americas Operating Profit $25%$123,400,000
Americas Lift Truck Total 100%
Long-Term Incentive Compensation
The purpose of our Equity Long-Term Plan is to enable senior management employees to accumulate capital through future managerial performance, which the Compensation Committee believes contributes to the future success of our business. In 2020, all of the NEOs were anticipated to participate in our Equity Long-Term Plan prior to its suspension. Our Equity Long-Term Plan requires significant long-term commitment on the part of our senior management employees as award shares issued under the plan have a holding period of four, seven or ten years, as determined by the Compensation Committee. The Compensation Committee has determined that the ten-year holding period applies to all award shares issued to our NEOs. Thus, the awarded amount is effectively invested in the Company for an extended period to strengthen the tie between stockholders' and the NEOs' long-term interests.
In a typical year, those individual NEOs who have a greater impact on our long-term strategy receive a higher percentage of their compensation as long-term compensation. The Compensation Committee does not consider an NEO's long-term incentive awards for prior periods when determining the value of a long-term incentive award for the current period because it considers those prior awards to represent compensation for past services.
Any gains the NEOs realize in the long run depend largely on what management does to drive the financial performance of the Company and increase the stock price. This is because the restricted shares of Class A Common that are awarded to the NEOs under the Equity Long-Term Plan generally may not be transferred for ten years following the last day of the award year. During the holding period, the ultimate value of the shares is subject to change based on the value of the shares of stock. The value of the award is enhanced as the value of the stock increases or is reduced as the value of the stock decreases. Thus, the awards provide the NEOs with an incentive over the ten-year period to increase the value of the Company, which is expected to be reflected in the increased value of the stock awarded. The Compensation Committee believes that this encourages our executives to maintain a long-term focus on our profitability, which is also in the Company's best interests.
As a result of the annual grants under the Equity Long-Term Plan and the corresponding transfer restrictions, the number of shares of Class A Common that an NEO holds generally increases each year. Consequently, our NEOs will continue to have or accumulate exposure to long-term Company performance notwithstanding any short-term changes in the price of shares of Class A Common. This increased exposure strongly aligns the long-term interests of the NEOs with those of other stockholders.
Prior to the suspension of the Equity Long-Term Plan as part of the COVID-19 cost containment measures, approximately 65% of the 2020 awards for the NEOs were to be distributed in shares of transfer-restricted Class A Common, with the remaining 35% to be distributed in cash to initially approximate the income tax withholding obligations for the stock. In addition, at the time the stock awards are issued, an NEO automatically surrenders a portion of his shares to the Company to pay for additional tax withholding obligations associated with the award, if necessary. The actual number of shares of stock issued to a participant is determined by taking the dollar value of the stock component of the award and dividing it by a formula share price. For this purpose, the formula share price is calculated as the lesser of:
•the average closing price of our Class A Common on the NYSE at the end of each week during the prior calendar year (or such other previous calendar year as determined by the Compensation Committee); or
•the average closing price of our Class A Common on the NYSE at the end of each week during the current performance period.
Equity Long-Term Plan participants have all of the rights of a stockholder, including the right to vote, upon receipt of the shares. The participants also have the right to receive dividends that are declared and paid after they receive the award shares. The full amount of the award, including the fair market value of the award shares on the date of grant, is fully taxable to the participant. The award shares that are issued to the NEOs are subject to transfer restrictions that generally lapse on the earliest to occur of:
•ten years after the last day of the performance period;
•the NEO's death or permanent disability; or
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•five years (or earlier with the approval of the Compensation Committee) from the date of retirement.
    The Compensation Committee has the right to release the restrictions at an earlier date, but rarely does so except in the case of the release of a limited number of shares for: (i) the purchase of a principal residence for the participant; (ii) payment of medical expenses for the participant, his or her spouse or his or her dependents; or (iii) payment of expenses for the education of the participant, his or her spouse or his or her dependents within the next 18 months. No such early release requests were requested or granted to the NEOs in 2020.
    For 2020, the Equity Long-Term Plan was designed to provide target long-term incentive compensation to the NEOs of between 70% and 290% of midpoint, depending on the NEO's position. The table below shows the 2020 target awards (including a 15% increase in target percentages to reflect the immediately taxable nature of the equity awards) approved by the Compensation Committee for each NEO under the Equity Long-Term Plan prior to its suspension as part of the COVID-19 cost containment measures:
Named Executive Officer (A)
Salary Midpoint
($)		(B)
Long-Term Plan Target as a Percentage of Salary Midpoint
(%)(1)		(C)=(A) x (B)
Long-Term Plan Target
($)(2)
Alfred M. Rankin, Jr. $1,035,090333.50%$3,452,025
Kenneth C. Schilling $441,30086.25%$380,621
Rajiv K. Prasad$734,000149.50%$1,097,330
Anthony J. Salgado$613,800126.50%$776,457
Charles F. Pascarelli $525,300103.50%$543,686
(1)    The target percentages for participants in the Equity Long-Term Plan include a 15% increase from the Korn Ferry-recommended long-term plan target awards that the Compensation Committee applies each year to account for the immediately taxable nature of the equity awards.
(2)    Awards under the Equity Long-Term Plan are initially denominated in dollars. The amounts shown in column (C) reflect the 2020 dollar-denominated target awards. This is the amount that is used by the Compensation Committee when analyzing the total compensation of the NEOs. If earned, the dollar-denominated awards are then paid to the participants in a combination of cash (approximately 35%) and restricted stock (approximately 65%), and the number of shares of stock issued is determined using the formula share price described above.
    The following tables show detailed calculations of the 2020 performance criteria, targets and weightings established by the Compensation Committee for each of the NEOs prior to the suspension of the Equity Long-Term Plan for 2020.
    Long-Term Incentive Criteria. One hundred percent (100%) of the 2020 Equity Long-Term Plan targets for the NEOs were based on the following Lift Truck performance criteria:
Performance Criteria  WeightingPerformance Target
Lift Truck Consolidated Revenue30%$3,386,000,000
Lift Truck Consolidated Operating Profit $30%$129,000,000
Strategic Objective List 40%100%
Total Payout Percentage - Corporate Lift Truck 100%
    Other Compensation of Named Executive Officers
Discretionary Cash Bonuses. The Compensation Committee has the authority to grant, and has from time to time granted, discretionary cash bonuses to our employees, including the NEOs, in addition to the Incentive Plan compensation described above. The Compensation Committee uses discretionary cash bonuses to reward substantial achievement or superior service to the Company and/or its subsidiaries, particularly when such achievement or service is not reflected in the performance criteria established under our Incentive Plans. No discretionary cash bonuses were awarded to the NEOs for 2020 performance.
Discretionary Stock Awards. The Company maintains the Hyster-Yale Materials Handling, Inc. Supplemental Long-Term Equity Incentive Plan, referred to as the Supplemental Equity Plan, which gives the Compensation Committee the flexibility to provide discretionary additional equity compensation. To date, the Compensation Committee has not granted any awards under the Supplemental Equity Plan.
Retirement Plans. The material terms of our retirement plans are described in the narratives following the Nonqualified Deferred Compensation Table.
Defined Benefit Pension Plans. The NEOs do not currently accrue any defined benefit pension benefits.
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Defined Contribution Plans. We provide the NEOs and most other full-time employees with defined contribution retirement benefits. Employer contributions are calculated under formulas that are designed to provide employees with competitive retirement income. The Compensation Committee believes that the target level of retirement benefits gives us the ability to attract and retain talented management employees at the senior executive level and below.
In general, the NEOs and other executive officers receive the same retirement benefits as all other similarly-situated employees. However, the benefits that are provided to the NEOs and other executive officers in the U.S. are provided under a combination of tax-favored and Excess Plans, while the benefits that are provided to other employees are provided generally only under tax-favored plans. The Excess Plans provide the eligible U.S. employees with the retirement benefits that would have been provided under the tax-favored plans, but that cannot be provided due to various Internal Revenue Service regulations, limits and non-discrimination requirements.
Our defined contribution plans contain the following three types of benefits:
•employee deferrals;
•matching (or substitute matching) employer contributions; and
•profit sharing benefits.
The "compensation" that is taken into account under these plans generally includes base salary and Short-Term Plan payments, but excludes most other forms of compensation, including long-term incentive compensation and other discretionary payments. The NEOs other than Mr. A. Rankin may elect to defer up to 25% of compensation.
As part of the COVID-19 cost containment measures approved by the Compensation Committee, matching employer contributions under the defined contribution plans were suspended as of May 1, 2020 (ended on January 1, 2021). Prior to this suspension, the NEOs received employer matching contributions under the defined contribution plans for 2020 in accordance with the following formulas:
•Mr. A. Rankin: an automatic 3% employer contribution; and
•Messrs. Schilling, Prasad, Salgado and Pascarelli: a 3% match on the first 6% of contributions to the plans.
Under the profit sharing portion of the plans, eligible employees receive a profit sharing contribution equal to a specified percentage of compensation that varies depending on the employee's age, compensation and our operating profit percent performance for the year. If the Company performs well, the amount of the profit sharing contribution increases. Profit sharing contributions under the defined contribution plans were suspended as of April 1, 2020 (ended on January 1, 2021) under the COVID-19 cost containment measures enacted by the Compensation Committee. Prior to suspension, the range of profit sharing contributions for the NEOs based on their age brackets for 2020 was:
•Messrs. A. Rankin, Schilling and Pascarelli: between 4.50% and 14.90% of compensation;
•Mr. Prasad: between 3.80% and 12.25% of compensation; and
•Mr. Salgado: between 3.20% and 10.05% of compensation.
All of the NEOs are 100% vested in their retirement benefits. Benefits under the tax-favored plans are payable at any time following a termination of employment. Participants have the right to invest their tax-favored account balances among various investment options that are offered by the plans' trustees. Participants can elect various forms of payment including lump sum distributions and installments.
Under the Excess Plans:
•participants' account balances, other than excess profit sharing benefits, are credited with earnings during the year based on the rate of return of the Vanguard Retirement Savings Trust fixed income fund, which is one of the investment funds under the U.S. qualified defined contribution plan, with a 14% maximum per year;
•no interest is credited on excess profit sharing benefits;
•the amounts credited under the Excess Plans each year are paid prior to March 15th of the following year to avoid regulatory complexities and eliminate the risk of non-payment to the executives based on the unfunded nature of the Excess Plans; and
•the amounts credited under the Excess Plans each year are increased by 15% to reflect the immediately taxable nature of the payments. The 15% increase applies to all benefits other than interest and the portion of the employee deferrals that are in excess of the amount needed to obtain a full employer matching contribution.
Other Benefits. All salaried U.S. employees, including the NEOs, participate in a variety of health and welfare benefit plans that are designed to enable us to attract and retain our workforce in a competitive marketplace.
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Perquisites and Other Personal Benefits. The modest amount of cash paid to the NEOs in lieu of perquisites in 2020 is separately disclosed in the table on page 20 and the limited non-cash perquisites are disclosed in note 2 to the Summary Compensation Table on page 29.
Employment and Severance Agreements. Consistent with our general severance arrangement, upon an NEO's termination of employment with us for any reason, the NEO is entitled to:
•amounts or benefits earned or accrued during their term of employment, including earned but unpaid salary and accrued but unused vacation pay; and
•benefits that are provided in accordance with the terms of the retirement plans, the Incentive Plans and the Excess Plans at termination of employment that are further described in this Proxy Statement.
    There are no individual severance contracts with any of the NEOs. Upon termination of employment in certain circumstances and in accordance with the terms of a broad-based severance plan that applies to all U.S. employees, the NEOs are only entitled to severance pay and continuation of certain health benefits for a stated period of time based on length of service.
    Limited Change in Control Benefits. In order to advance the compensation objective of attracting, retaining and motivating qualified management, the Compensation Committee believes that it is appropriate to provide limited change in control protections to the NEOs and other employees. Prior to enacting the COVID-19 cost containment measures, including the suspension of the 2020 Incentive Plans, the change in control provisions under our 2020 Incentive Plans provided for the payment of a pro-rated target award for the year of the change in control. The Compensation Committee believes that:
•The change in control payment triggers are appropriate due to the unfunded nature of the benefits provided under these plans;
•The skills, experience and services of our key management employees are a strong factor in our success and that the occurrence of a change in control transaction would create uncertainty for these employees; and
•In a more typical year, some key management employees would consider terminating employment in order to trigger the payment of their unfunded benefits if an immediate payment is not made when a change in control occurs.
    Our change in control payment triggers are designed to encourage key management employees to remain employed during and after a change in control.
Importantly, these change in control provisions are not employment agreements and do not guarantee employment for any of the executives for any period of time. In addition, none of the payments under any plan will be "grossed up" for any excise taxes imposed on the executives as a result of the receipt of payments upon a change in control.
Tax and Accounting Implications
Deductibility of Executive Compensation. Code Section 162(m) provides that, subject to certain exceptions, we may not deduct compensation of more than $1 million in any taxable year that is paid to certain executive officers and certain former executive officers. While the Compensation Committee may consider in very general terms the deductibility of the compensation it awards, the Committee nevertheless awards compensation that is consistent with our objectives and philosophy even if it does not qualify for a tax deduction.
Accounting for Stock-Based Compensation. We account for stock-based payments in accordance with the requirements of FASB ASC Topic 718. Based on FASB ASC Topic 718, the grant date of the awards under the Equity Long-Term Plan for this purpose is the date on which the award shares are issued, which occurs in the year following the year in which the shares are earned. See Note 6 of the Company's audited consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 for more information regarding accounting treatment of our equity awards.
Other Policies and Considerations

    Assessment of Risks in our Compensation Program. As part of its oversight, the Compensation Committee considers the impact of the Company's compensation program on the Company's risk profile. Each year, management reviews our pay practices and incentive programs to identify any potential risks to the Company and then reviews this information with the Compensation Committee. Our pay philosophy: provides an effective balance of base salary and incentive compensation, short and long-term performance measures, and financial and non-financial performance measures; and allows for the use of Compensation Committee discretion. Further, the Company has: policies to mitigate compensation-related risk including lengthy holding periods for long-term awards granted to our NEOs; stated payment caps; insider-trading prohibitions; and independent Compensation Committee oversight. The Compensation Committee agreed with the findings of management's assessment for 2020 that (1) our compensation programs are effectively designed to help mitigate conduct that is inconsistent
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with building long-term value of the Company and (2) the risks arising from the Company's compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
    Stock Ownership Guidelines. While the Company encourages the executive officers to own shares of Class A Common, it does not have any formal policy requiring the executive officers to own any specified amount of Class A Common. However, the shares of Class A Common granted to the NEOs under the Equity Long-Term Plan generally must be held for a period of ten years which can result in the NEOs being required to hold a significant accumulation of Class A Common during their careers.
    Role of Executive Officers in Compensation Decisions. The CEO of HYG annually reviews the performance of each executive officer (other than the CEO of HYG whose performance is reviewed by the CEO of the Company, and the CEO of the Company, whose performance is reviewed by the Compensation Committee) and makes recommendations based on these reviews, including with respect to salary adjustments and incentive compensation award amounts, to the Compensation Committee. In addition to the CEO recommendations, the Compensation Committee considers recommendations made by Korn Ferry, our independent outside compensation consultant, which bases its recommendations upon an analysis of similar positions at a broad range of domestic industries, as well as an understanding of our policies and objectives, as described above. The Compensation Committee can exercise its discretion in modifying any recommended adjustments or awards to executive officers. After considering these recommendations, the Compensation Committee determines the base salary and incentive compensation levels for the executive officers, including each NEO, and any additional discretionary payments.
Executive Compensation Program for 2021 and Impact of "Say-on-Pay" Stockholder Vote
After careful analysis of the Company's performance during 2020, and noting a significant, if limited, upturn in the markets by the end of the year, management recommended, and the Compensation Committee approved, the elimination of all of the COVID-19-related compensation and incentive reductions/suspensions on a go-forward basis effective January 1, 2021.
When setting executive compensation for 2021, the Compensation Committee took into account the results of the stockholder advisory vote on named executive officer compensation that occurred at our 2020 annual meeting of stockholders. Stockholders who cast votes overwhelmingly (99.4%) approved the compensation of our named executive officers described in our 2020 proxy statement.
    Consequently, our executive compensation program for 2021 will be structured in a manner similar to our 2020 program. Principle changes for 2021 include: (1) modifications to salary midpoints and base salaries in view of internal considerations as well as marketplace practice as reflected in analyses, general survey data relating to salary trends and the recommendations of Korn Ferry based on an updated General Industrial survey; and (2) changes to certain performance measures, weightings and/or targets for the Incentive Plans based on management recommendations as to the performance objectives of our business for 2021.
Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with the Company's management. Based on these reviews and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC.
JOHN P. JUMPER, CHAIR
CAROLYN CORVI
H. VINCENT POOR
    EUGENE WONG
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Summary Compensation Table
The following table sets forth the compensation for services of our NEOs in all capacities to the Company and its subsidiaries.
2020 SUMMARY COMPENSATION TABLE
Name and Principal PositionYearSalary(2)($)Stock Awards(3)($)Non-Equity Incentive Plan Compensation (4)
($)		Change in Pension Value (5) and Nonqualified Deferred Compensation Earnings (6)
($)		All Other Compensation(7)
($)		Total
($)
Alfred M. Rankin, Jr.; Chairman and CEO - Hyster-Yale; Chairman - HYG (1)2020$1,008,222——$23,324$171,214$1,202,760
2019$1,021,385$1,556,458$1,630,398$45,305$353,488$4,607,034
2018$954,965$1,602,083$1,543,716$38,393$330,097$4,469,254
Kenneth C. Schilling, Senior Vice President and Chief Financial Officer - Hyster-Yale and HYG 2020$433,702——$4,092$44,079$481,873
2019$447,577$160,457$249,961$12,042$104,752$974,789
2018$431,132$173,069$237,818$10,033$94,440$946,492
Rajiv K. Prasad; President - Hyster-Yale; President and CEO - HYG (8)2020$622,378——$9,652$67,487$699,517
2019$578,106$365,696$493,655$18,007$146,380$1,601,844
2018$530,896$360,051$464,097$13,702$147,870$1,516,616
Anthony J. Salgado; Chief Operating Officer, HYG - Hyster-Yale and Chief Operating Officer - HYG2020$491,773——$4,753$115,636$612,162
Charles F. Pascarelli; Senior Vice President, President, Americas - HYG2020$479,764——$6,012$55,093$540,869
2019$501,983$232,130$350,585$16,788$133,804$1,235,290
2018$483,445$314,851$421,831$12,488$113,248$1,345,863

(1)    Mr. A. Rankin's title changed from Chairman, President and CEO - Hyster-Yale to Chairman and CEO - Hyster-Yale effective February 17, 2021.
(2)    The amounts reported under the "Salary" column for 2020 include both the base salary and the fixed dollar annual perquisite allowance actually received by the NEOs in 2020 and reflect a 10% reduction for each NEO effective May 1, 2020 under the COVID-19 cost containment measures enacted by the Company, as described on page 16.
(3)    The 2020 Incentive Plans were suspended in 2020 under the COVID-19 cost containment measures enacted by the Company. As a result, no long-term incentive awards were granted, earned or paid for any of the NEOs for 2020.
(4)    The 2020 Incentive Plans were suspended in 2020 under the COVID-19 cost containment measures enacted by the Company. As a result, no short-term incentive awards were granted, earned or paid for any of the NEOs for 2020.
(5)    None of the NEOs participate in any of our defined benefit pension plans.
(6)    Amounts listed in this column for 2020 include interest that is in excess of 120% of the federal long-term interest rate, compounded monthly, that was credited to the NEOs' accounts under the plans listed in the Nonqualified Deferred Compensation Table on page 31.
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(7)    All other compensation earned during 2020 for each of the NEOs is as follows:
Alfred M.
Rankin, Jr.		Kenneth C. SchillingRajiv K. PrasadAnthony J. SalgadoCharles F. Pascarelli
Employer Tax-Favored Matching Contributions—$8,550$8,550$8,550$8,550
Employer Excess Plan Matching Contributions$33,215$862$6,700$3,004$3,155
Employer Tax-Favored Profit Sharing Contributions—$28,950$27,868$24,099$28,950
Employer Excess Plan Profit Sharing Contributions$135,051$2,129$20,652$6,140$12,261
Employer Paid Life Insurance Premiums$1,179$1,269$1,948$1,275$2,177
Other$1,769$2,319$1,769$72,568—
Total$171,214$44,079$67,487$115,636$55,093
•Matching contributions were suspended as of May 1, 2020 and profit sharing contributions were suspended as of April 1, 2020 under the COVID-19 cost containment measures enacted by the Compensation Committee.
•The Company does not provide Mr. A. Rankin with any defined benefit pension or tax-favored retirement benefits. Of the amounts shown above for Mr. A. Rankin, $168,266 represents defined contribution retirement benefits earned in 2020.
•Amounts listed in "Other" reflect spousal travel expenses, airline club memberships, global entry fees and employer-paid premiums for personal excess liability insurance. Of the amounts shown above for Mr. Salgado, $70,274 represents relocation expenses (including a tax-gross-up) incurred in 2020.
(8)    Mr. Prasad's title changed from President and CEO, HYG - Hyster-Yale to President - Hyster-Yale effective February 17, 2021.
Grants of Plan-Based Awards
In 2020, all of the NEOs were expected to participate in the Short-Term Plan and the Equity Long-Term Plan prior to the suspension of the Incentive Plans as part of the COVID-19 cost containment measures enacted by Company (as described in detail on page 16). Due to the suspension, no grants of Incentive Plan awards were actually made to the NEOs for 2020 and there are no estimated payouts in the future under the Incentive Plans.
Description of Material Factors Relating to the Summary Compensation Table and Grants of Plan-Based Awards Table
The compensation of the NEOs consists of the following components: base salary (which includes the perquisite allowance), short-term cash incentives and long-term equity and non-equity incentives. All of the NEOs also receive various retirement benefits. Each of these components is described in detail in the "Compensation Discussion and Analysis" which begins on page 18. Additional details of certain components are provided below.
Equity Compensation
In 2020, all of the NEOs were expected to participate in the Equity Long-Term Plan prior to its suspension as part of the COVID-19 cost containment measures enacted by Company (as described in detail on page 16). Due to the suspension, no equity award grants were made to the NEOs for 2020 and no equity awards vested or remained outstanding for the year ended December 31, 2020. We do not sponsor any stock option plans and the Company did not grant any stock options during the fiscal year ended December 31, 2020 to any person, including the NEOs.
Defined Benefit Pension Plans
None of the NEOs participated in defined benefit pension plans for 2020.
Nonqualified Deferred Compensation Benefits
The following table sets forth information concerning benefits earned by, and paid to, the NEOs under our non-qualified defined contribution and deferred compensation plans as of December 31, 2020.

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2020 NONQUALIFIED DEFERRED COMPENSATION
NamePlan Name (1)Executive
Contributions
in 2020
($)(2)       		Employer
Contributions
in 2020
($)(3)         		Aggregate
Earnings
in 2020
($)(4)		Aggregate
Withdrawals/
Distributions
in 2020
($)(5)		Aggregate
Balance
at December 31, 2020
($)(6)     
Alfred M. Rankin, Jr.Executive Excess Plan —$168,266$26,035$404,277$194,301
Kenneth C. SchillingExcess Plan$39,754$2,991$4,564$119,225$47,309
Rajiv K. PrasadExcess Plan$44,090$27,352$10,564$158,997$82,006
Anthony J. SalgadoExcess Plan$22,576$9,144$5,091$59,665$36,811
Charles F. PascarelliExcess Plan$29,401$15,416$6,545$148,821$51,362
(1)The plans identified in the table are the Hyster-Yale Group, Inc. Executive Excess Retirement Plan ("Executive Excess Plan") and the Hyster-Yale Group, Inc. Excess Retirement Plan ("Excess Plan" and together with the Executive Excess Plan, the "Excess Plans").
(2)These amounts, which were otherwise payable in 2020 but were deferred at the election of the executives, are included in the "Salary" column in the Summary Compensation Table.
(3)All employer contributions shown in the "Employer Contributions in 2020" column are included in the "All Other Compensation" column in the Summary Compensation Table. Matching employer contributions were suspended as of May 1, 2020 and employer profit sharing contributions were suspended as of April 1, 2020 as part of the COVID-19 cost containment measures enacted by Company (as described in detail on page 16). Matching employer contributions and profit sharing contributions have been restored on a go-forward basis beginning January 1, 2021.
(4)The above-market earnings portion of the amount shown in the "Aggregate Earnings" column are included in the "Change in Pension Value and Non-Qualified Deferred Compensation Earnings" column in the Summary Compensation Table.
(5)    The NEOs each receive payment of the amounts earned under the Excess Plans for each calendar year (including interest) no later than March 15th of the following year. Because the payments for 2019 were made in 2020, they are reflected as a distribution in 2020. Because the payments for 2020 were made in 2021, they are reflected in the NEO's aggregate balance as of December 31, 2020 and are not reflected as a distribution in 2020.
(6)    $191,590 of Mr. A. Rankin's account balance, $46,837 of Mr. Schilling's account balance, $81,094 of Mr. Prasad's account balance, $36,473 of Mr. Salgado's account balance and $50,829 of Mr. Pascarelli's balance is reported in the 2020 Summary Compensation Table. Because the entire account balance under the Excess Plans is paid out each year, no portion of the account balances as of December 31, 2020 were previously reported in prior Summary Compensation Tables.
Description of Nonqualified Deferred Compensation Plans
Refer to "Retirement Plans" on page 25 for a detailed discussion of the terms of our nonqualified deferred compensation plans.
Potential Payments Upon Termination/Change in Control
Prior to enacting the COVID-19 cost containment measures, including the suspension of the 2020 Incentive Plans, the change in control provisions under our 2020 Incentive Plans provided for the payment of a pro-rated target award for the year of the change in control.
A "change in control" for purposes of these plans generally consists of any of the following provided that the event otherwise qualifies as a change in control under the regulations issued under Section 409A of the Code:
(1) An acquisition of more than 50% of the voting securities of the Company or the voting securities of the subsidiary (for those employees of that particular subsidiary) other than acquisitions directly from the Company or the subsidiary, as applicable, involving:
•any employee benefit plan;
•the Company;
•the applicable subsidiary or one of its affiliates; or
•the parties to the stockholders' agreement discussed under "Amount and Nature of Beneficial Ownership - Class B Common Stock" on page 37;
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(2) The members of the Company's current Board of Directors (and their approved successors) ceasing to constitute a majority of the Company's Board of Directors or, if applicable, the board of directors of a successor of the Company;
(3) For those plans that cover the employees of a subsidiary, the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the subsidiary and its affiliates, excluding a business combination pursuant to which the individuals and entities who beneficially owned, directly or indirectly, more than 50% of the combined voting power of the applicable entity immediately prior to such business combination continue to hold at least 50% of the voting securities of the successor; and
(4) For all plans, the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation, or other transaction involving the Company excluding, however, a business combination pursuant to which both of the following apply:
•the individuals and entities who beneficially owned, directly or indirectly, more than 50% of the combined voting power of the Company immediately prior to such business combination continue to hold at least 50% of the voting securities of the successor; and
•at the time of the execution of the initial agreement, or of the action of the Board of Directors of the Company providing for such business combination, at least a majority of the members of the Board of Directors of the Company were incumbent directors.
For purposes of calculating the amount of any potential payments to the NEOs under the table provided below, we have assumed that a change in control occurred on December 31, 2020.
POTENTIAL PAYMENTS UPON TERMINATION/CHANGE IN CONTROL
NameEstimated Total Value of Payments Based on Incentive Plan
Award Targets
($)(1)
Alfred M. Rankin, Jr.$0
Kenneth C. Schilling$0
Rajiv K. Prasad$0
Anthony J. Salgado$0
Charles F. Pascarelli$0
(1)The 2020 Incentive Plans were suspended in 2020 under the COVID-19 cost containment measures enacted by the Company. As a result, no pro-rata incentive awards would have been payable to any of the NEOs for 2020 in the event of a change in control occurring on December 31, 2020.
CEO Pay Ratio
     As is permitted under applicable SEC rules, to determine our median employee last year, we chose "base salary" for the period beginning on January 1, 2019 and ending on December 31, 2019 as our consistently applied compensation measure. For salaried employees, we estimated annual base salary using salary grade midpoints. For labor grade employees, we estimated annual base salary using labor grade wage rates and reasonable estimates of hours worked in a given year. Using a determination date of October 1, 2019, a valid statistical sampling methodology was used to estimate the median base salary for 7,836 employees. This number did not exclude any non-U.S. employees, although such exclusion would have been permitted under applicable SEC rules. We then produced a sample of employees who were paid within a 10% range of the median and selected an employee from within that group as our median employee for 2019.
For purposes of this year’s disclosure relating to 2020 pay, we did not repeat the process described above because there has been no change in our employee population or employee compensation arrangements that we reasonably believe would significantly impact our pay ratio disclosure. As a result under SEC rules, we are allowed to again use last year’s median employee for purposes of this year’s pay ratio calculation and disclosure. However, due to the departure of last year’s median employee during 2020, we have selected a different median employee from the group identified last year to serve as this year’s median employee. This year’s median employee was the employee listed immediately above last year’s median employee in the sample group of employees produced by last year’s analysis and process.
    We determined that the median employee's annual total compensation was $48,224 (determined in accordance with the requirements for the 2020 Summary Compensation Table), and that our CEO’s annual total compensation for 2020 was $1,202,760 (the same amount as provided for him in the 2020 Summary Compensation Table). Our estimate of the ratio of our CEO’s annual total compensation to the median employee’s annual total compensation for 2020 is approximately 25:1. We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may
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involve a degree of imprecision, and thus this pay ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described above.
BENEFICIAL OWNERSHIP OF CLASS A COMMON AND CLASS B COMMON
    Set forth in the following tables is information as of March 2, 2021 (except as otherwise indicated) with respect to (1) each person who is known to us to be the beneficial owner of more than 5% of the Class A Common, (2) each person who is known to us to be the beneficial owner of more than 5% of the Class B Common and (3) the beneficial ownership of Class A Common and Class B Common by our directors, NEOs and all of our executive officers and directors as a group. Beneficial ownership of Class A Common and Class B Common has been determined for this purpose in accordance with Rules 13d-3 and 13d-5 under the Exchange Act. Accordingly, the amounts shown in the tables do not purport to represent beneficial ownership for any purpose other than compliance with SEC reporting requirements. Further, beneficial ownership as determined in this manner does not necessarily bear on the economic incidence of ownership of Class A Common or Class B Common.
Holders of shares of Class A Common and Class B Common are entitled to different voting rights with respect to each class of stock. Each share of Class A Common is entitled to one vote per share. Each share of Class B Common is entitled to ten votes per share. Holders of Class A Common and holders of Class B Common generally vote together as a single class on matters submitted to a vote of our stockholders. Shares of Class B Common are convertible into shares of Class A Common on a one-for-one basis, without cost, at any time at the option of the holder of the Class B Common.

Amount and Nature of Beneficial Ownership
Class A Common Stock
NameTitle of ClassSole Voting or Investment PowerShared Voting or Investment PowerAggregate AmountPercent of Class (1)
The Vanguard Group (2)
100 Vanguard Blvd. Malvern, PA 19355		Class A— (2)9,031 (2)899,969 (2)6.94 %
Dimensional Fund Advisors LP (3)
Building One
6300 Bee Cave Road
Austin, TX 78746		Class A765,625 (3)— (3)793,488 (3)6.12 %
BlackRock, Inc. (4) 55 East 52nd Street New York, NY 10055Class A788,334 (4)— (4)807,359 (4)6.23 %
FMR LLC (5) 245 Summer Street Boston, MA 02210 Class A48,920 (5)— (5)715,644 (5)5.52 %
James B. Bemowski (6)Class A5,901 — 5,901 — %
J.C. Butler, Jr. (6)Class A43,521 (7)1,958,329 (7)2,001,850 (7)15.44 %
Carolyn Corvi (6)Class A13,403 — 13,403 0.10 %
Edward T. Eliopoulos (6)Class A1,665 — 1,665 — %
John P. Jumper (6)Class A13,729 — 13,729 0.11 %
Dennis W. LaBarre (6)Class A22,827 — 22,827 0.18 %
H. Vincent Poor (6)Class A7,669 — 7,669 — %
Alfred M. Rankin, Jr.Class A120,520 (8)1,482,550 (8)1,603,070 (8)12.36 %
Claiborne R. Rankin (6)Class A137,255 (9)1,488,007 (9)1,585,262 (9)12.23 %
Britton T. Taplin (6)Class A46,316 (10)332,287 (10)378,603 (10)2.92 %
David B.H. Williams (6)Class A13,234 (11)1,958,329 (11)1,971,563 (11)15.21 %
Eugene Wong (6)Class A28,227 — 28,227 0.22 %
Kenneth C. SchillingClass A38,075 — 38,075 0.29 %
Charles F. PascarelliClass A22,897 — 22,897 0.18 %
Rajiv K. PrasadClass A27,432 — 27,432 0.21 %
Anthony J. SalgadoClass A8,760 — 8,760 — %
All executive officers and directors as a group (27 persons)Class A614,258 2,455,641 (12)3,069,899 (12)23.68 %
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(1)Less than 0.10%, except as otherwise indicated.
(2)A Schedule 13G/A filed with the SEC on February 10, 2021 with respect to Class A Common reported that The Vanguard Group is the beneficial owner of 899,969 shares of Class A Common, has sole voting power over 0 shares of Class A Common, has sole dispositive power over 882,807 shares of Class A Common, has shared voting power over 9,031 shares of Class A Common and has shared dispositive power over 17,162 shares of Class A Common and may be deemed to beneficially own the shares of Class A Common reported above as a result of being an investment adviser.
(3)A Schedule 13G/A, which was filed with the SEC with respect to Class A Common on February 12, 2021, reported that Dimensional Fund Advisors LP ("Dimensional"), may be deemed to beneficially own the shares of Class A Common reported above as a result of being an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 that furnishes investment advice to four investment companies registered under the Investment Company Act of 1940 and serving as an investment manager to certain other commingled group trusts and separate accounts, which own the shares of Class A Common. Such investment companies, trusts and accounts are referred to collectively as the Dimensional Funds. In certain cases, subsidiaries of Dimensional may act as an adviser or sub-adviser to certain Dimensional Funds, which own the shares of Class A Common. In its role as investment adviser, sub-adviser or manager, Dimensional possesses the sole power to vote 765,625 shares of Class A Common and the sole power to invest 793,488 shares of Class A Common owned by the Dimensional Funds. However, all shares of Class A Common reported above are owned by the Dimensional Funds. Dimensional disclaims beneficial ownership of all such shares.
(4)A Schedule 13G/A filed with the SEC on January 29, 2021 with respect to Class A Common reported that BlackRock, Inc. is the beneficial owner of 807,359 shares of Class A Common, has sole voting power over 788,334 shares of Class A Common and has sole dispositive power over 807,359 shares of Class A Common.
(5)A Schedule 13G, which was filed with the SEC with respect to Class A Common on February 8, 2021, reported that Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act ("Fidelity Funds") advised by Fidelity Management & Research Company, LLC ("FMR Co"), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. FMR Co carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees.
(6)Pursuant to our Non-Employee Directors' Plan, each non-employee director has the right to acquire additional shares of Class A Common within 60 days after March 1, 2021. The shares each non-employee director has the right to receive are not included in the table because the actual number of additional shares will be determined on April 1, 2021 by taking the amount of such director's quarterly retainer required to be paid in shares of Class A Common plus any voluntary portion of such director's quarterly retainer, if so elected, divided by the average of the closing price per share of Class A Common 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 March 31, 2021.
(7)J.C. Butler, Jr. may be deemed to be a member of a group described in Note (8) below as a result of holding through his trust, of which he is trustee, partnership interests in Rankin II (as defined below). In addition, Mr. Butler may be deemed to be a member of a group described in Note (8) below, as a result of partnership interests in Rankin I (as defined below), Rankin IV (as defined below) and AMR Associates, L.P. ("AMR Associates") held by Mr. Butler's spouse. Mr. Butler, therefore, may be deemed to beneficially own, and share the power to vote 338,756 shares of Class A Common held by Rankin I, 338,295 shares of Class A Common held by Rankin II, 309,560 shares of Class A Common held by Rankin IV and 393,956 shares of Class A Common held by AMR Associates. As a result, the group consisting of Mr. Butler, the general partners and other limited partners of AMR Associates may be deemed to beneficially own, and share the power to vote and dispose of, 393,956 shares of Class A Common held by AMR Associates. Although AMR Associates holds the 393,956 shares of Class A Common, it does not have any power to vote or dispose of such shares of Class A Common. Clara R. Williams and Helen R. Butler, as trustees and primary beneficiaries of trusts acting as general partners, share the power to vote such shares of Class A Common. Each of the trusts holding general and limited partnership interests in AMR Associates share with each other the power to dispose of such shares. Under the terms of the Limited Partnership Agreement of AMR Associates, AMR Associates may not
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dispose of Class A Common, other than pursuant to a share for share exchange to acquire Class B Common, without the consent of the general partners owning a majority of the general partnership interests of AMR Associates and the consent of the holders of more than 75% of all of the partnership interests of AMR Associates. Included in the table above for Mr. Butler are 1,958,329 shares of Class A Common held by (a) members of Mr. Butler's family, (b) trusts for the benefit of members of Mr. Butler's family and (c) Rankin I, Rankin II, Rankin IV and AMR Associates. Mr. Butler disclaims beneficial ownership of such shares to the extent in excess of his pecuniary interest in each such entity. In addition, Mr. Butler disclaims all interest in 8,870 shares of Class A Common held in trust for the benefit of his children and for which he is the trustee and has the sole power to vote and dispose of the shares. Mr. Butler's spouse as trustee of a GST that was established for her benefit pledged 116,941 shares of Class A Common in connection with sales of partnership interests that were executed as part of multigenerational Rankin family estate planning.

(8)Alfred M. Rankin, Jr. may be deemed to be a member of Rankin Associates II, L.P. ("Rankin II"), which is made up of the individuals and entities holding limited partnership interests in Rankin II, and Rankin Management, Inc. ("RMI"), the general partner of Rankin II. Rankin II may be deemed to be a group and therefore may be deemed as a group to beneficially own 338,295 shares of Class A Common held by Rankin II. Although Rankin II holds the 338,295 shares of Class A Common, it does not have any power to vote or dispose of such shares of Class A Common. RMI has the sole power to vote such shares and shares the power to dispose of such shares with the other individuals and entities holding limited partnership interests in Rankin II. RMI exercises such powers by action of its board of directors, which acts by majority vote and consists of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, the individual trusts of whom are the stockholders of RMI. Under the terms of the Limited Partnership Agreement of Rankin II, Rankin II may not dispose of Class A Common, other than pursuant to a share for share exchange to acquire Class B Common, without the consent of RMI and the approval of the holders of more than 75% of all of the partnership interests of Rankin II. As a result of holding through his trust, of which he is trustee, partnership interests in Rankin II, Mr. A. Rankin may be deemed to beneficially own, and share the power to dispose of, 338,295 shares of Class A Common held by Rankin II. Mr. A. Rankin may be deemed to be a member of Rankin Associates I, L.P. ("Rankin I"), and the trusts holding limited partnership interests in Rankin I may be deemed to be a group and therefore may be deemed as a group to beneficially own 338,756 shares of Class A Common held by Rankin I. Although Rankin I holds the 338,756 shares of Class A Common, it does not have any power to vote or dispose of such shares of Class A Common. Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, as trustees and primary beneficiaries of trusts acting as general partners of Rankin I, share the power to vote such shares of Class A Common. Voting actions are determined by the general partners owning at least a majority of the general partnership interests of Rankin I. Each of the trusts holding general partnership interests and limited partnership interests in Rankin I share with each other the power to dispose of such shares. As a result of holding through his trust, of which he is trustee, partnership interests in Rankin I, Mr. A. Rankin may be deemed to beneficially own, and share the power to vote and dispose of, 338,756 shares of Class A Common held by Rankin I. In addition, Mr. A. Rankin may be deemed to be a member of a group, as a result of holding through his trust, of which he is trustee, partnership interests in Rankin Associates IV, L.P. ("Rankin IV"). As a result, the group consisting of Mr. A. Rankin, the other general and limited partners of Rankin IV and Rankin IV may be deemed to beneficially own, and share the power to vote and dispose of, 309,560 shares of Class A Common held by Rankin IV. Although Rankin IV holds the 309,560 shares of Class A Common, it does not have any power to vote or dispose of such shares of Class A Common. Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, as trustees and primary beneficiaries of trusts acting as general partners of Rankin IV, share the power to vote such shares of Class A Common. Voting actions are determined by the general partners owning at least a majority of the general partnership interests of Rankin IV. Each of the trusts holding general and limited partnership interests in Rankin IV share with each other the power to dispose of such shares. Under the terms of the Second Amended and Restated Limited Partnership Agreement of Rankin I, Rankin I may not dispose of Class A Common, other than pursuant to a share for share exchange to acquire Class B Common, without the consent of the general partners owning more than 75% of the general partnership interests of Rankin I and the consent of the holders of more than 75% of all the partnership interests of Rankin I. Under the terms of the Amended and Restated Limited Partnership Agreement of Rankin IV, Rankin IV may not dispose of Class A Common, other than pursuant to a share for share exchange to acquire Class B Common, without the consent of the general partners owning more than 75% of the general partnership interests of Rankin IV and the consent of the holders of more than 75% of all of the partnership interests of Rankin IV. Included in the table above for Mr. A. Rankin are 1,482,550 shares of Class A Common held by (a) members of Mr. A. Rankin's family, (b) trusts for the benefit of members of Mr. A. Rankin's family and (c) Rankin I, Rankin II, and Rankin IV. Mr. A. Rankin disclaims beneficial ownership of such shares to the extent in excess of his pecuniary interest in each such entity. In addition, Mr. A. Rankin disclaims all interest in 105,768 shares of Class A Common held in trust for the benefit of his wife and for which he is the trustee and has the sole power to vote and dispose of the shares.
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(9)Claiborne R. Rankin may be deemed to be a member of the group described in Note (8) above as a result of holding through his trust, of which he is trustee, partnership interests in Rankin I. Mr. C. Rankin may be deemed to be a member of the group described in Note (8) above, as a result of holding through his trust, of which he is trustee, partnership interests in Rankin II. In addition, Mr. C. Rankin may be deemed to be a member of a group described in Note (8) above, as a result of holding through his trust, of which he is trustee, partnership interests in Rankin IV. Mr. C. Rankin, therefore, may be deemed to beneficially own, and share the power to vote and dispose of 338,756 shares of Class A Common held by Rankin I, 338,295 shares of Class A Common held by Rankin II and 309,560 shares of Class A Common held by Rankin IV. Included in the table above for Mr. C. Rankin are 1,488,007 shares of Class A Common held by (a) members of Mr. C. Rankin's family, (b) trusts for the benefit of members of Mr. C. Rankin's family and (c) Rankin I, Rankin II and Rankin IV. Mr. C. Rankin disclaims beneficial ownership of such shares to the extent in excess of his pecuniary interest in each such entity. As trustee of GSTs established for the benefit of his children, Mr. C. Rankin pledged 17,435 shares of Class A Common in connection with sales of partnership interests that were executed as part of multigenerational Rankin family estate planning.
(10)Britton T. Taplin may be deemed to be a member of a group, as a result of holding interest in Abigail LLC ("Abigail"). Mr. Taplin, therefore, may be deemed to beneficially own and share the power to vote 326,532 shares of Class A Common held by Abigail. Mr. Taplin disclaims beneficial ownership of such shares to the extent in excess of his pecuniary interest in such entity. Mr. Taplin also is deemed to share with his spouse voting and investment power over 5,755 shares of Class A Common held by Mr. Taplin's spouse; however, Mr. Taplin disclaims beneficial ownership of such shares. Mr. Taplin has pledged 46,316 shares of Class A Common.
(11)David B.H. Williams may be deemed to be a member of the group described in Note (8) above as a result of holding through his trust, of which he is trustee, partnership interests in Rankin II (as defined above). In addition, Mr. Williams may be deemed to be a member of a group described in Note (8) above, as a result of partnership interests in Rankin I (as defined above) and Rankin IV (as defined above). In addition, Mr. Williams may be deemed to be a member of a group described in Note (7) above, as a result of partnership interests in AMR Associates (as defined above) held by Mr. Williams' spouse. Mr. Williams, therefore, may be deemed to beneficially own, and share the power to vote 338,756 shares of Class A Common held by Rankin I, 338,295 shares of Class A Common held by Rankin II, 309,560 shares of Class A Common held by Rankin IV and 393,956 shares of Class A Common held by AMR Associates. Included in the table above for Mr. Williams are 1,958,329 shares of Class A Common held by (a) members of Mr. Williams' family, (b) trusts for the benefit of members of Mr. Williams' family and (c) Rankin I, Rankin II, Rankin IV and AMR Associates. Mr. Williams disclaims beneficial ownership of such shares to the extent in excess of his pecuniary interest in each such entity. In addition, Mr. Williams disclaims all interest in 7,340 shares of Class A Common held in trust for the benefit of his children and for which he is the trustee and has the sole power to vote and dispose of the shares. Mr. William's spouse as trustee of a GST that was established for her benefit pledged 116,941 shares of Class A Common in connection with sales of partnership interests that were executed as part of multigenerational Rankin family estate planning.
(12)The aggregate amount of Class A Common beneficially owned by all executive officers and directors and the aggregate amount of Class A Common beneficially owned by all executive officers and directors as a group for which they have shared voting or investment power include the shares of Class A Common of which Mr. Butler has disclaimed beneficial ownership in note (7) above, Mr. A. Rankin has disclaimed beneficial ownership in note (8) above, Mr. C. Rankin has disclaimed beneficial ownership in note (9) above, Mr. Taplin has disclaimed beneficial ownership in note (10) above and Mr. Williams has disclaimed beneficial ownership in note (11) above. As described in note (6) above, the aggregate amount of Class A Common beneficially owned by all executive officers and directors as a group as set forth in the table above does not include shares that the non-employee directors have the right to acquire within 60 days after March 2, 2021 pursuant to the Non-Employee Directors' Plan.
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Class B Common Stock
NameTitle of ClassSole Voting or Investment PowerShared Voting or Investment PowerAggregate AmountPercent of Class(1)
Clara Taplin Rankin, et al. (2)
c/o PNC Bank, N.A.
3550 Lander Road
Pepper Pike, OH 44124		Class B— (2)— (2)3,302,756 (2)85.86 %
Beatrice B. Taplin (3)
5875 Landerbrook Drive, Suite 300
Cleveland, OH 44124-4069		Class B432,769 (3)— (3)432,769 (3)11.25 %
Rankin Associates I, L.P., et al. (4)
5875 Landerbrook Drive, Suite 300
Cleveland, OH 44124-4069		Class B— (4)— (4)605,986 (4)15.75 %
Rankin Associates IV, L.P., et al. (5)
5875 Landerbrook Drive, Suite 300
Cleveland, OH 44124-4069		Class B— (5)— (5)490,440 (5)12.75 %
Rankin Associates II, L.P. et. al. (6) 5875 Landerbrook Drive, Suite 300
Cleveland, OH 44124-4069		Class B— (6)— (6)338,295 (6)8.79 %
AMR Associates, L.P. et al. (7) 5875 Landerbrook Drive, Suite 300 Cleveland, OH 44124-4069Class B— (7)— (7)217,394 (7)5.65 %
James B. BemowskiClass B— — — — %
J.C. Butler, Jr. (8)Class B27,272 (8)1,710,701 (8)1,737,973 (8)45.18 %
Carolyn CorviClass B— — — — %
Edward T. EliopoulosClass B— — — — %
John P. JumperClass B326 — 326 — %
Dennis W. LaBarreClass B9,424 — 9,424 0.24 %
H. Vincent PoorClass B— — — — %
Alfred M. Rankin, Jr. (9)Class B52,722 (9)1,463,693 (9)1,516,415 (9)39.42 %
Claiborne R. Rankin (10)Class B123,760 (10)1,437,504 (10)1,561,264 (10)40.59 %
Britton T. Taplin (11)Class B169,558 (11)5,755 (11)175,313 (11)4.56 %
David B.H. Williams (12)Class B8,012 (12)1,710,701 (12)1,718,713 (12)44.68 %
Eugene WongClass B5,812 — 5,812 0.15 %
Kenneth C. SchillingClass B7,024 — 7,024 0.18 %
Charles F. PascarelliClass B— — — — %
Rajiv K. PrasadClass B— — — — %
Anthony J. SalgadoClass B— — — — %
All executive officers and directors as a group (27 persons)(13)Class B406,568 (13)1,806,797 (13)2,213,365 (13)57.54 %
(1)Less than 0.10%, except as otherwise indicated.
(2)A Schedule 13D/A, which was filed with the SEC with respect to Class B Common and most recently amended on February 12, 2021, (the "Stockholders 13D"), reported that, except for Hyster-Yale Materials Handling, Inc., the signatories to the stockholders' agreement, together in certain cases with trusts and custodianships (the "Signatories"), may be deemed to be a group and therefore may be deemed as a group to beneficially own all of the Class B Common subject to the stockholders' agreement, which is an aggregate of 3,302,756 shares. The stockholders' agreement requires that each Signatory, prior to any conversion of such Signatory's shares of Class B Common into Class A Common or prior to any sale or transfer of Class B Common to any permitted transferee (under the terms of the Class B Common) who has not become a Signatory, offer such shares to all of the other Signatories on a pro-rata basis. A Signatory may sell or transfer all shares not purchased under the right of first refusal as long as they first are converted into Class A Common prior to their sale or transfer. The shares of Class B Common subject to the stockholders' agreement constituted 85.86% of the Class B Common outstanding on March 2, 2021 or 64.22% of the combined voting power of all Class A Common and Class B Common outstanding on such date. Certain Signatories own Class A Common, which is not subject to the stockholders' agreement. Under the stockholders' agreement, Hyster-Yale may, but is not obligated to, buy any of the shares of Class B Common not purchased by the Signatories following the
37
trigger of the right of first refusal. The stockholders' agreement does not restrict in any respect how a Signatory may vote such Signatory's shares of Class B Common.
(3)Beatrice B. Taplin has the sole power to vote and dispose of 432,769 shares of Class B Common held in trusts. The Stockholders 13D reported that the Class B Common beneficially owned by Beatrice B. Taplin is subject to the stockholders' agreement.
(4)A Schedule 13D/A, which was filed with the SEC with respect to Class B Common and most recently amended on February 12, 2021, reported that Rankin I and the trusts holding limited partnership interests in Rankin I may be deemed to be a group and therefore may be deemed as a group to beneficially own 605,986 shares of Class B Common held by Rankin I. Although Rankin I holds the 605,986 shares of Class B Common, it does not have any power to vote or dispose of such shares of Class B Common. Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, as trustees and primary beneficiaries of trusts acting as general partners of Rankin I, share the power to vote such shares of Class B Common. Voting actions are determined by the general partners owning at least a majority of the general partnership interests of Rankin I. Each of the trusts holding general and limited partnership interests in Rankin I share with each other the power to dispose of such shares. Under the terms of the Second Amended and Restated Limited Partnership Agreement of Rankin I, Rankin I may not dispose of Class B Common or convert Class B Common into Class A Common without the consent of the general partners owning more than 75% of the general partnership interests of Rankin I and the consent of the holders of more than 75% of all of the partnership interests of Rankin I. The Stockholders 13D reported that the Class B Common beneficially owned by Rankin I and each of the trusts holding limited partnership interests in Rankin I is also subject to the stockholders' agreement.
(5)A Schedule 13D/A, which was filed with the SEC with respect to Class B Common and most recently amended on February 12, 2021, reported that the trusts holding limited partnership interests in Rankin IV may be deemed to be a group and therefore may be deemed as a group to beneficially own 490,440 shares of Class B Common held by Rankin IV. Although Rankin IV holds the 490,440 shares of Class B Common, it does not have any power to vote or dispose of such shares of Class B Common. Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, as trustees and primary beneficiaries of trusts acting as general partners of Rankin IV, share the power to vote such shares of Class B Common. Voting actions are determined by the general partners owning at least a majority of the general partnership interests of Rankin IV. Each of the trusts holding general and limited partnership interests in Rankin IV share with each other the power to dispose of such shares. Under the terms of the Amended and Restated Limited Partnership Agreement of Rankin IV, Rankin IV may not dispose of Class B Common or convert Class B Common into Class A Common without the consent of the general partners owning more than 75% of the general partnership interests of Rankin IV and the consent of the holders of more than 75% of all of the partnership interests of Rankin IV. The Stockholders 13D reported that the Class B Common beneficially owned by Rankin IV and each of the trusts holding limited partnership interests in Rankin IV is also subject to the stockholders' agreement.
(6)A Schedule 13D/A, which was filed with the SEC with respect to Class B Common and most recently amended on February 11, 2021, reported that Rankin II and the trusts holding limited partnership interests in Rankin II may be deemed to be a group and therefore may be deemed as a group to beneficially own 338,295 shares of Class B Common held by Rankin II. Although Rankin II holds the 338,295 shares of Class B Common, it does not have any power to vote or dispose of such shares of Class B Common. RMI has the sole power to vote such shares and shares the power to dispose of such shares with the other individuals and entities holding limited partnership interests in Rankin II. RMI exercises such powers by action of its board of directors, which acts by majority vote and consists of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, the individual trusts of whom are the stockholders of RMI. Under the terms of the Limited Partnership Agreement of Rankin II, Rankin II may not dispose of Class B Common or convert Class B Common into Class A Common without the consent of RMI and the approval of the holders of more than 75% of all of the partnership interests of Rankin II. The Stockholders 13D reported that the Class B Common beneficially owned by Rankin II and each of the trusts holding limited partnership interests in Rankin II is also subject to the stockholders' agreement.
(7)A Schedule 13D/A, which was filed with the SEC with respect to Class B Common and was most recently amended on February 12, 2021, reported that AMR Associates and the trusts holding partnership interest in AMR Associates may be deemed to be a group and therefore may be deemed as a group to beneficially own 217,394 shares of Class B Common held by AMR Associates. Although AMR Associates holds the 217,394 shares of Class B Common, it does not have any power to vote or dispose of such shares of Class B Common. Clara R. Williams and Helen R. Butler, as trustees and primary beneficiaries of trusts acting as general partners, share the power to vote such shares of Class B Common. Each of the trusts holding general and limited partnership interests in AMR Associates share with each other the power to dispose of such shares. Under the terms of the Limited Partnership Agreement of AMR Associates, AMR Associates may not dispose of Class B Common or convert Class B Common into Class A Common without the consent of the holders of a majority of the general partnership interest and more than 75% of all partnership interests in
38
AMR Associates. The Stockholders 13D reported that the Class B Common beneficially owned by AMR Associates and each of the trusts holding partnership interests in AMR Associates is also subject to the stockholders' agreement.
(8)J.C. Butler, Jr. may be deemed to be a member of the group described in Note (6) above, as a result of holding through his trust, of which he is trustee, partnership interests in Rankin II. In addition, Mr. Butler may be deemed to be a member of a group described in Notes (4), (5) and (7) above, as a result of partnership interests in Rankin I, Rankin IV and AMR Associates held by Mr. Butler's spouse. Mr. Butler, therefore, may be deemed to beneficially own, and share the power to vote and dispose of 605,986 shares of Class B Common held by Rankin I, 338,295 shares of Class B Common held by Rankin II, 490,440 shares of Class B Common held by Rankin IV and 217,394 shares of Class B Common held by AMR Associates. The Stockholders 13D reported that the Class B Common beneficially owned by Rankin II, Rankin I, Rankin IV and AMR Associates and each of the trusts holding limited partnership interests in Rankin II, Rankin I, Rankin IV and AMR Associates is also subject to the stockholders' agreement. Included in the table above for Mr. Butler are 1,710,701 shares of Class B Common held by (a) members of Mr. Butler's family, (b) trusts for the benefit of members of Mr. Butler's family and (c) Rankin I, Rankin II, Rankin IV and AMR Associates. Mr. Butler disclaims beneficial ownership of such shares to the extent in excess of his pecuniary interest in each such entity. The Stockholders 13D reported that the Class B Common beneficially owned by J.C. Butler, Jr. is subject to the stockholders' agreement. In addition, Mr. Butler disclaims all interest in 7,210 shares of Class B Common held in trust for the benefit of his children and for which he is the trustee and has the sole power to vote and dispose of the shares. Mr. Butler's spouse as trustee of a GST that was established for her benefit pledged 20,095 shares of Class B Common in connection with sales of partnership interests that were executed as part of multigenerational Rankin family estate planning.
(9)Alfred M. Rankin, Jr. may be deemed to be a member of the group described in Notes (4), (5) and (6) above, as a result of holding through his trust, of which he is trustee, partnership interests in Rankin I, Rankin IV and Rankin II. Mr. A. Rankin, therefore, may be deemed to beneficially own, and share the power to vote and dispose of 605,986 shares of Class B Common held by Rankin I, 338,295 shares of Class B Common held by Rankin II, and 490,440 shares of Class B Common held by Rankin IV. The Stockholders 13D reported that the Class B Common beneficially owned by Rankin II, Rankin I and Rankin IV and each of the trusts holding limited partnership interests in Rankin II, Rankin I and Rankin IV is also subject to the stockholders' agreement. Included in the table above for Mr. A. Rankin are 1,463,693 shares of Class B Common held by (a) members of Mr. A. Rankin's family, (b) trusts for the benefit of members of Mr. A. Rankin's family and (c) Rankin I, Rankin II and Rankin IV. Mr. A. Rankin disclaims beneficial ownership of such shares to the extent in excess of his pecuniary interest in each such entity. The Stockholders 13D reported that the Class B Common beneficially owned by Alfred M. Rankin, Jr. is subject to the stockholders' agreement. In addition, Mr. A. Rankin disclaims all interest in 21,006 shares of Class B Common held in trust for the benefit of his wife and for which he is the trustee and has the sole power to vote and dispose of the shares.
(10)Claiborne R. Rankin may be deemed to be a member of the group described in Notes (4), (5) and (6) above, as a result of holding through his trust, of which he is trustee, partnership interests in Rankin I, Rankin IV and Rankin II. Mr. C. Rankin, therefore, may be deemed to beneficially own, and share the power to vote and dispose of 605,986 shares of Class B Common held by Rankin I, 338,295 shares of Class B Common held by Rankin II and 490,440 shares of Class B Common held by Rankin IV. The Stockholders 13D reported that the Class B Common beneficially owned by Rankin II, Rankin I and Rankin IV and each of the trusts holding limited partnership interests in Rankin II, Rankin I and Rankin IV is also subject to the stockholders' agreement. Included in the table above for Mr. C. Rankin are 1,437,504 shares of Class B Common held by (a) members of Mr. C. Rankin's family, (b) trusts for the benefit of members of Mr. C. Rankin's family and (c) Rankin I, Rankin II and Rankin IV. Mr. C. Rankin disclaims beneficial ownership of such shares to the extent in excess of his pecuniary interest in each such entity. The Stockholders 13D reported that the Class B Common beneficially owned by Claiborne R. Rankin is subject to the stockholders' agreement. As trustee of GSTs established for the benefit of his children, Mr. C. Rankin pledged 31,095 shares of Class B Common in connection with sales of partnership interests that were executed as part of multigenerational Rankin family estate planning.
(11)Britton T. Taplin is deemed to share with his spouse investment power over 5,755 shares of Class B Common held by Mr. Taplin's spouse; however, Mr. Taplin disclaims beneficial ownership of such shares. In addition, Mr. Taplin disclaims all interest in 11,061 shares of Class B Common held in trust for the benefit of the estate of Theodore D. Taplin and for which he is the trustee and has the sole power to vote and dispose of the shares.
(12)David B.H. Williams may be deemed to be a member of the group described in Note (6) above, as a result of holding through his trust, of which he is trustee, partnership interests in Rankin II. In addition, Mr. Williams may be deemed to be a member of a group described in Notes (4), (5) and (7) above, as a result of partnership interests in Rankin I, Rankin IV and AMR Associates held by Mr. Williams' spouse. Mr. Williams, therefore, may be deemed to beneficially own, and share the power to vote and dispose of 605,986 shares of Class B Common held by Rankin I, 338,295 shares
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of Class B Common held by Rankin II, 490,440 shares of Class B Common held by Rankin IV and 217,394 shares of Class B Common held by AMR Associates. The Stockholders 13D reported that the Class B Common beneficially owned by Rankin II, Rankin I, Rankin IV and AMR Associates and each of the trusts holding limited partnership interests in Rankin II, Rankin I, Rankin IV and AMR Associates is also subject to the stockholders' agreement. Included in the table above for Mr. Williams are 1,710,701 shares of Class B Common held by (a) members of Mr. Williams' family, (b) trusts for the benefit of members of Mr. Williams' family and (c) Rankin I, Rankin II, Rankin IV and AMR Associates. Mr. Williams disclaims beneficial ownership of such shares to the extent in excess of his pecuniary interest in each such entity. In addition, Mr. Williams disclaims all interest in 5,680 shares of Class B Common held in trust for the benefit of his children and for which he is the trustee and has the sole power to vote and dispose of the shares. The Stockholders 13D reported that the Class B Common beneficially owned by David B. H. Williams is subject to the stockholders' agreement. Mr. Williams' spouse as trustee of a GST that was established for her benefit pledged 20,095 shares of Class B Common in connection with sales of partnership interests that were executed as part of multigenerational Rankin family estate planning.
(13)The aggregate amount of Class B Common beneficially owned by all executive officers and directors as a group and the aggregate amount of Class B Common beneficially owned by all executive officers and directors as a group for which they have shared voting or investment power include the shares of Class B Common of which Mr. Butler has disclaimed beneficial ownership in note (8) above, Mr. A. Rankin has disclaimed beneficial ownership in note (9) above, Mr. C. Rankin has disclaimed beneficial ownership in note (10) above, Mr. Taplin has disclaimed beneficial ownership in note (11) above and Mr. Williams has disclaimed beneficial ownership in note (12) above.
Beatrice B. Taplin is the sister-in-law of Clara Taplin Rankin. Britton T. Taplin is the son of Beatrice B. Taplin, and a nephew of Clara Taplin Rankin. Clara Taplin Rankin is the mother of Alfred M. Rankin, Jr. and Claiborne R. Rankin. J.C. Butler, Jr. and David B. H. Williams, directors of the Company, are each the son-in-law of Alfred M. Rankin, Jr. The combined beneficial ownership of such persons shown in the foregoing tables equals 3,125,882 shares, or 24.11%, of the Class A Common and 2,620,890 shares, or 68.13%, of the Class B Common outstanding on March 2, 2021. The combined beneficial ownership of all our directors, together with Beatrice B. Taplin, and all of our executive officers whose beneficial ownership of Class A Common and Class B Common must be disclosed in the foregoing tables in accordance with Rule 13d-3 under the Exchange Act, equals 3,380,324 shares, or 26.07%, of the Class A Common and 2,646,134 shares, or 68.79%, of the Class B Common outstanding on March 2, 2021. Such shares of Class A Common and Class B Common together represent 58.02% of the combined voting power of all Class A Common and Class B Common outstanding on such date.
PROCEDURES FOR SUBMISSION AND CONSIDERATION OF DIRECTOR CANDIDATES
Stockholder recommendations for nominees for election to our Board of Directors must be submitted to Hyster-Yale Materials Handling, Inc., 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124-4069, Attention: Secretary, and must be received at our offices on or before December 31 of each year in anticipation of the following year's annual meeting of stockholders. The NCG Committee will consider such recommendations if they are in writing and set forth the following information:
(1)The name and address of the stockholder recommending the candidate for consideration as such information appears on our records, the telephone number where such stockholder can be reached during normal business hours, the number of shares of Class A Common and Class B Common owned by such stockholder and the length of time such shares have been owned by the stockholder; if such person is not a stockholder of record or if such shares are owned by an entity, reasonable evidence of such person's beneficial ownership of such shares or such person's authority to act on behalf of such entity;
(2)Complete information as to the identity and qualifications of the proposed nominee, including the full legal name, age, business and residence addresses and telephone numbers and other contact information, and the principal occupation and employment of the candidate recommended for consideration, including his or her occupation for at least the past five years, with a reasonably detailed description of the background, education, professional affiliations and business and other relevant experience (including directorships, employment and civic activities) and qualifications of the candidate;
(3)The reasons why, in the opinion of the recommending stockholder, the proposed nominee is qualified and suited to be one of our directors;
(4)The disclosure of any relationship the candidate being recommended has with us or any of our subsidiaries or affiliates, or our independent public accountants, whether direct or indirect;
(5)The disclosure of any relationship of the candidate being recommended or any immediate family member of the candidate being recommended with our independent registered public accounting firm;
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(6)The disclosure of all relationships, arrangements and understandings between the proposing stockholder and the candidate and any other person(s) (naming such person(s)) pursuant to which the candidate is being proposed or would serve as a director, if elected; and
(7)A written acknowledgment by the candidate being recommended that he or she has consented to being considered as a candidate, has consented to our undertaking of an investigation into that individual's background, education, experience and other qualifications and, in the event that the NCG Committee desires to do so, has consented to be named in our Proxy Statement and to serve as one of our directors, if elected.
The NCG Committee has not specifically identified or published qualifications, qualities or skills that directors of the Company must possess. In evaluating director nominees, the NCG Committee will consider the entirety of each proposed director nominee's credentials. The NCG Committee will generally consider a diverse number of factors such as judgment, skill, ethics, integrity, values, independence, possible conflicts of interest, experience with businesses and other organizations of comparable size or character and the interplay of the candidate's experience and approach to addressing business issues with the experience and approach of incumbent members of our Board of Directors and other new director candidates. In general, the NCG Committee's goal in selecting directors for nomination to our Board of Directors is to seek a well-balanced membership that combines a diversity of experience and skill in order to enable us to pursue our strategic objectives.
The NCG Committee will consider all information provided to it that is relevant to a candidate's nomination as one of our directors. Following such consideration, the NCG Committee may seek additional information regarding, and may request an interview with, any candidate. Based upon all such information, the NCG Committee will meet to determine whether to recommend the candidate to our Board of Directors. The NCG Committee will consider candidates recommended by stockholders on the same basis as candidates from other sources.
The NCG Committee utilizes a variety of methods for identifying and evaluating nominees for directors. The NCG Committee regularly reviews the appropriate size of our Board of Directors and whether any vacancies on our Board of Directors are expected due to retirement or otherwise. In the event vacancies are anticipated, or otherwise arise, the NCG Committee may consider various potential candidates. Candidates may be recommended by current members of our Board of Directors, third-party search firms or stockholders. No search firm was retained by the NCG Committee during the past fiscal year. The NCG Committee generally does not consider recommendations for director nominees submitted by individuals who are not affiliated with us. To preserve its impartiality, the NCG Committee may not consider a recommendation that is not submitted in accordance with the procedures set forth above.
SUBMISSION OF STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be eligible for inclusion in our Proxy Statement and form of proxy relating to our next annual meeting must be received at our executive offices on or before November 23, 2021. Such proposals must be addressed to the Company, 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124-4069, Attention: Secretary. Any stockholder intending to propose any matter at the next annual meeting but not intending for us to include the matter in our Proxy Statement and proxy related to the next annual meeting must notify us on or after December 23, 2021, but on or before January 22, 2022, of such intention in accordance with the procedures set forth in our Bylaws. If we do not receive such notice within that time frame, the notice will be considered untimely. Our proxy for the next annual meeting will grant authority to the persons named therein to exercise their voting discretion with respect to any matter of which we did not receive notice between December 23, 2021 and January 22, 2022. Notices should be submitted to the address set forth above.
SOLICITATION OF PROXIES
We will bear the costs of soliciting proxies from our stockholders. In addition to the use of the mail, proxies may be solicited by our directors, officers and employees by personal interview, telephone or other forms of communication. Such directors, officers and employees will not be additionally compensated for such solicitation, but may be reimbursed for out-of-pocket expenses incurred in connection therewith. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation materials to the beneficial owners of Class A Common and Class B Common held of record by such persons, and we will reimburse such brokerage houses, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred in connection therewith.
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OTHER MATTERS
The directors know of no other matters which are likely to be brought before the meeting. The enclosed proxy card grants to the persons named in the proxy card the authority to vote in their best judgment regarding all other matters properly raised at the Annual Meeting.
Suzanne Schulze Taylor
Secretary
Cleveland, Ohio
March 23, 2021
It is important that the proxies be returned promptly. Stockholders of record who do not expect to attend the meeting are urged to fill out, sign, date and mail the enclosed form of proxy in the enclosed envelope, which requires no postage if mailed in the United States, or in the alternative, vote your shares electronically either via the internet (www.investorvote.com/HY) or by touch-tone telephone (1-800-652-8683). Stockholders who hold both Class A Common and Class B Common only have to fill out, sign, date and return the single enclosed form of proxy or vote once via the internet or telephone. For information on how to obtain directions to be able to attend the annual meeting and vote in person, please contact our Senior Vice President, General Counsel and Secretary at 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124-4069, or call (440) 449-9600 or email ir@hyster-yale.com.
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