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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 _______________________________________________________________________________________________________________________________________________________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):February 21, 2024
NACCO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware1-917234-1505819
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
5875 Landerbrook Drive
Suite 220
Cleveland, Ohio44124-4069
(Address of principal executive offices)(Zip code)
(440)229-5151
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A Common Stock, $1 par value per shareNCNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Emerging growth company       ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective February 21 2024, Mr. W. Paul McDonald was appointed to the Board of Directors (the “Board”) of NACCO Industries, Inc.® ("NACCO" or the “Company”). Mr. McDonald will serve on the Company’s Compensation and Human Capital Committee.

Mr. McDonald joined Pioneer Natural Resources Company in 1993 and served in various executive leadership roles until April 2019. At the time of his retirement, Mr. McDonald served as the Vice President – Engineering. Mr. McDonald has over thirty-five years of experience in the oil and gas industry and brings a depth of engineering and operational expertise in the oil and gas industry to the Board. The Board believes that the Company will benefit from Mr. McDonald’s business experience, including his extensive oil and gas experience.

The Board has determined that Mr. McDonald is an “independent director” in accordance with the New York Stock Exchange listing standards, the rules and regulations of the Securities and Exchange Commission (“SEC”) and the Company’s corporate governance guidelines.

Mr. McDonald will participate in the Company’s standard compensation program for non-employee directors as described in the Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders, which was filed with the SEC on April 5, 2023.

There are no arrangements or understandings between Mr. McDonald and any other persons pursuant to which he was elected as a director. There are no transactions between Mr. McDonald and the Company that would require disclosure under Item 404(a) of Regulation S-K.

NACCO Industries, Inc. Amended and Restated Non-Employee Directors’ Equity Compensation Plan

On February 22, 2024, the Board of NACCO amended the NACCO Industries, Inc. Amended and Restated Non-Employee Directors’ Equity Compensation Plan (effective May 19, 2021) (the “Directors’ Plan”) effective February 20, 2024 to allow transfers of Shares and Voluntary Shares to a limited liability company wholly owned by the Director and/or the Director’s spouse.

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

The amendment to the Directors’ Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The foregoing summary is qualified in its entirety by reference to the full text of the Directors’ Plan.

NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan

On February 22, 2024, the Board of NACCO amended the NACCO Industries, Inc. Amended and Restated Executive Long-Term Incentive Compensation Plan (effective March 3, 2023) (the “Long-Term Equity Plan”) effective February 20, 2024 to modify the transfer restriction periods that apply to awards upon a participant’s retirement or other bona fide termination of employment.

Pursuant to the Long-Term Equity Plan, restrictions shall automatically lapse on the earliest of (i) the date the Participant dies or becomes Disabled, (ii)(a) for employees with a three-year restriction period, one year from the date an employee separates


from service, (b) for employees with a five-year restriction period, two years from the date an employee separates from service, and (c) for employees with a ten-year restriction period, three years from the date the employee separates from service, (or earlier with the approval of the Committee), (iii) an extraordinary release of restrictions pursuant to Subsection (d) below, or (iv) a release of restrictions as determined by the Committee in its sole and absolute discretion (including, without limitation, a release caused by a termination of this Plan).

The Long-Term Equity Plan is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference. The foregoing summary is qualified in its entirety by reference to the full text of the Long-Term Equity Plan.

Item 8.01 Other Events.
    
On February 22, 2024, the Company issued a press release announcing that the Board of Directors declared a regular cash dividend of 21.75 cents per share. The dividend is payable on both the Class A and Class B Common Stock, and will be paid March 15, 2024 to stockholders of record at the close of business on March 4, 2024.

A copy of the Company’s press release announcing the quarterly dividend is attached hereto as Exhibit 99 and incorporated herein by reference.
    
Item 9.01 Financial Statements and Exhibits.

The following exhibit is filed herewith:




SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:February 22, 2024NACCO INDUSTRIES, INC.
By:/s/ Elizabeth I. Loveman
Elizabeth I. Loveman
Senior Vice President and Controller


Exhibit 10.1
AMENDMENT NO. 1 TO
NACCO INDUSTRIES, INC.
AMENDED AND RESTATED NON-EMPLOYEE
DIRECTORS’ EQUITY COMPENSATION PLAN
(effective May 19, 2021)

    NACCO Industries, Inc. hereby adopts this Amendment No. 1 to the NACCO Industries, Inc. Amended and Restated Non-Employee Directors’ Equity Compensation Plan (effective May 19, 2021) to be effective as of February 20, 2024. Words used herein with initial capital letters which are defined in the Plan are used herein as so defined.

1.    Section 4.1(c) is hereby amended as follows:

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

Executed this 20 day of February, 2024

                            NACCO INDUSTRIES, INC.



                         By:     /s/ Sarah E. Fry
Vice President, Associate General Counsel & Assistant Secretary

Exhibit 10.2
AMENDMENT NO. 1 TO
NACCO INDUSTRIES, INC.
AMENDED AND RESTATED EXECUTIVE
LONG-TERM INCENTIVE COMPENSATION PLAN
(effective March 1, 2023)

    NACCO Industries, Inc. hereby adopts this Amendment No. 1 to the NACCO Industries, Inc. Amended and Restated Executive Long-Term Incentive Compensation Plan (effective March 1, 2023) to be effective as of February 20, 2024. Words used herein with initial capital letters which are defined in the Plan are used herein as so defined.

1.    Section 8(c) is hereby amended as follows:

(c)    Each Award shall provide that a Transfer of the Award Shares shall be prohibited or restricted for periods of three, five or ten years from the last day of the Performance Period. The Committee shall determine the restriction period that shall apply to Award Shares based on a Participant’s Salary Points. The Committee (in its sole and absolute discretion) from time to time may determine any other shorter or longer restriction period. Notwithstanding the foregoing, such restrictions shall automatically lapse on the earliest of (i) the date the Participant dies or becomes Disabled, (ii)(a) for employees with a three-year restriction period, one year from the date an employee separates from service, (b) for employees with a five-year restriction period, two years from the date an employee separates from service, and (c) for employees with a ten-year restriction period, three years from the date the employee separates from service, (or earlier with the approval of the Committee) (iii) an extraordinary release of restrictions pursuant to Subsection (d) below, or (iv) a release of restrictions as determined by the Committee in its sole and absolute discretion (including, without limitation, a release caused by a termination of this Plan). Following the lapse of restrictions pursuant to this Subsection or Subsection (d) below, the shares shall no longer be “Award Shares” and, at the Participant's request, the Company shall take all such action as may be necessary to remove such restrictions from the stock certificates, or other applicable records with respect to uncertificated shares, representing the Award Shares, such that the resulting shares shall be fully paid, nonassessable and unrestricted by the terms of this Plan.

Executed this 20 day of February, 2024

                            NACCO INDUSTRIES, INC.



                         By: /s/ Sarah E. Fry
Vice President, Associate General Counsel & Assistant Secretary

Exhibit 99


NEWS RELEASE     picture2.jpg
    5875 Landerbrook Drive Cleveland, Ohio 44124-4069
    Tel. (440) 229-5151 Fax (440) 229-5138

FOR FURTHER INFORMATION, CONTACT:
Christina Kmetko
(440) 229-5130

For Immediate Release
Thursday, February 22, 2024



NACCO INDUSTRIES
DECLARES QUARTERLY DIVIDEND

Cleveland, Ohio, February 22, 2024 – NACCO Industries® (NYSE: NC) announced today that the Board of Directors declared a regular cash dividend of 21.75 cents per share. The dividend is payable on both the Class A and Class B Common Stock, and will be paid March 15, 2024 to stockholders of record at the close of business on March 4, 2024.



About NACCO Industries
NACCO Industries® brings natural resources to life by delivering aggregates, minerals, reliable fuels and environmental solutions through its robust portfolio of NACCO Natural Resources businesses. Learn more about our companies at nacco.com or get investor information at ir.nacco.com.

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v3.24.0.1
Cover Page
Feb. 21, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 21, 2024
Entity Registrant Name NACCO INDUSTRIES, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 1-9172
Entity Tax Identification Number 34-1505819
Entity Address, Address Line One 5875 Landerbrook Drive
Entity Address, Address Line Two Suite 220
Entity Address, City or Town Cleveland,
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44124-4069
City Area Code (440)
Local Phone Number 229-5151
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, $1 par value per share
Trading Symbol NC
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000789933
Amendment Flag false
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