Form 8-K - Current report

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):

December 15, 2023

NACCO INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-9172

34-1505819

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

5875 Landerbrook Drive

Suite 220

Cleveland,

Ohio

44124-4069

(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 share

New 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 1.01. Entry Into a Material Definitive Agreement.

On December 15, 2023, NACCO Industries, Inc. (“NACCO”) approved the terms of the Amendment to the Consulting Agreement between NACCO and Alfred M. Rankin, Jr. The Amendment revises the consulting fees paid to Mr. Rankin from $250,000 per year to $200,000 per year. Mr. Rankin will continue to serve as the Chairman of the Board of Directors of NACCO and will continue to support the President and Chief Executive Officer and senior leadership team of NACCO and NACCO Natural Resources under the terms of the agreement.

The Amendment to the Consulting Agreement is listed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated into this Item 1.01 by reference. The foregoing summary of this agreement is qualified in its entirety by reference to the full text of such exhibit.

Item 9.01 Financial Statements and Exhibits.

The following exhibit is filed herewith:


(d) Exhibits

10.1						Amendment to Consulting Agreement
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Date:

December 19, 2023

NACCO INDUSTRIES, INC.

By:

/s/ Sarah E. Fry

Sarah E. Fry

Associate General Counsel and Assistant Secretary

EXHIBIT 10.1

AMENDMENT TO CONSULTING AGREEMENT

This AMENDMENT TO CONSULTING AGREEMENT (the “Amendment”) is entered into as of December 19, 2023 by and between NACCO Industries, Inc. (the “Company”) and Alfred M. Rankin, Jr. (“Consultant”).

WITNESSETH:

WHEREAS, the Company currently engages Consultant pursuant to the terms and conditions of the Consulting Agreement dated October 1, 2017 (the “Consulting Agreement”);

WHEREAS, Consultant has specialized expertise and knowledge regarding the mining industry, played a lead role and contributed significantly to the development and execution of the Company’s prior successful diversification strategies, and has significant experience in large scale strategic corporate transformation programs;

WHEREAS, Consultant will continue to serve as the Chairman of the Board of Directors of the Company and the Company also wishes to retain the services of Consultant to provide support to the executive management team of the Company, including the President and Chief Executive Officer;

WHEREAS, the Consulting Agreement was previously amended to change the term of the agreement from October 1 -September 30 to January 1 to December 31; and

WHEREAS, the Consulting Agreement was further amended to lower the consulting fees from $500,000 per year to $250,000 per year; and

WHEREAS, the Company and Consultant desire to amend the Consulting Agreement effective January 1, 2024 to modify the consulting fees set forth therein, as provided in greater detail below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto memorialize their understanding and agree as follows:

AGREEMENT

1. Compensation. Section 3(a) of the Consulting Agreement is hereby amended and restated in its entirety to read as follows:

3. (a) Consulting Fees. For consulting services rendered under this Agreement, the Company shall pay Consultant a monthly consulting fee of $16,666.67. Such amount shall be paid to Consultant, in arrears, in the form of a single lump sum payment within ten (10) business days following the end of each calendar month during the Term.

* * *

Remainder of page intentionally blank

EXECUTED on the dates indicated below.

NACCO INDUSTRIES, INC.

Date: December 19, 2023 By: /s/ J.C. Butler

Printed Name: J.C. Butler

Title: President & CEO of NACCO Industries

Date: December 19, 2023 ALFRED M. RANKIN, JR.

By: /s/ Alfred M. Rankin, Jr.

Cover Page	Dec. 15, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 15, 2023
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