hy-20240326

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. __)


Filed by the Registrant						þ

Filed by a Party other than the Registrant


Check the appropriate box:
o						Preliminary Proxy Statement
o						Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material Under § 240.14a-12

HYSTER-YALE MATERIALS HANDLING, INC.

(Name of Registrant as Specified in Its Charter)


Payment of Filing Fee (Check all boxes that apply):
þ						No fee required.
o						Fee paid previously with preliminary materials.
o						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING

PROXY STATEMENT						1

PART ONE - CORPORATE GOVERNANCE INFORMATION						2
Composition of the Board						2
Directors' Meetings and Committees						2
Board Leadership Structure						5
Board Oversight of Risk Management						5
Governance						6
Corporate Responsibility						6
Code of Corporate Conduct						9
Hedging and Speculative Trading Policies and Limited Trading Windows						9
Review and Approval of Related-Party Transactions						9
Communication with Directors						10
Report of the Audit Review Committee						10

PART TWO - PROPOSALS TO BE VOTED ON AT THE 2023 ANNUAL MEETING						11
Election of Directors (Proposal 1)						11
Director Nominee Information						11
Director Compensation						14
Delinquent Section 16(a) Reports						15
Advisory Vote to Approve the Company's Named Executive Officer Compensation (Proposal 2)						15
Approval of the Amendment and Restatement of the Hyster-Yale Materials Handling, Inc. 2020 Long-Term Equity Incentive Plan (Proposal 3)						16
Approval of an Amendment to the Company's Second Amended and Restated Certificate of Incorporation to Expand the Exculpation Provision to Limit Liability of Certain Officers (Proposal 4)						21
Confirmation of Appointment of Ernst & Young LLP, as the Independent Registered Public Accounting Firm of the Company, for the Current Fiscal Year (Proposal 5)						22

PART THREE - EXECUTIVE COMPENSATION INFORMATION						23
Summary of Our Named Executive Officer Compensation Program						23
Compensation Discussion and Analysis						24
Compensation Committee Report						36
Summary Compensation Table						37
Grants of Plan-Based Awards						38
Equity Compensation						39
Defined Benefit Pension Plans						40
Nonqualified Deferred Compensation Benefits						40
Potential Payments upon Termination/Change in Control						41
CEO Pay Ratio						42
Pay Versus Performance						42

BENEFICIAL OWNERSHIP OF CLASS A COMMON AND CLASS B COMMON						45
Class A Common Stock						46
Class B Common Stock						49

PROCEDURES FOR SUBMISSION AND CONSIDERATION OF DIRECTOR CANDIDATES						52

SUBMISSION OF STOCKHOLDER PROPOSALS						53

SOLICITATION OF PROXIES						53

EQUITY COMPENSATION PLAN INFORMATION						54

OTHER MATTERS						54

APPENDIX A						55

APPENDIX B						61

FORM OF PROXY CARD						62

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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 8, 2024 at 9:00 a.m., at 5875 Landerbrook Drive, Cleveland, Ohio 44124-4069, for the following purposes:

1.To elect fourteen directors for the ensuing year;

2.To approve on an advisory basis the Company's Named Executive Officer compensation;

3. To approve the amendment and restatement of the Hyster-Yale Materials Handling, Inc. 2020 Long-Term Equity Incentive Plan;

4. To approve an amendment to the Company's Second Amended and Restated Certificate of Incorporation;

5. To confirm the appointment of Ernst & Young LLP, as the independent registered public accounting firm of the Company, for the current fiscal year; and

6. To conduct any other business as may properly come before the meeting.

The Board of Directors has fixed the close of business on March 18, 2024 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 2024 Proxy Statement and related form of proxy are being mailed to stockholders commencing on or about March 28, 2024.


Suzanne Schulze Taylor
Secretary

March 28, 2024

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on May 8, 2024

The 2024 Proxy Statement and 2023 Annual Report are available, free of charge, at

https://www.hyster-yale.com by clicking on the "2024 Annual Meeting Materials" link and then clicking on either the "2024 Proxy Statement" link or the "2023 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, 2023 is being mailed to stockholders with the 2024 Proxy Statement. The 2023 Annual Report contains financial and other information about the Company, but it is not incorporated into the 2024 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.

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5875 LANDERBROOK DRIVE, SUITE 300

CLEVELAND, OHIO 44124-4069

PROXY STATEMENT — MARCH 28, 2024

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 8, 2024 (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 28, 2024.

If the enclosed form of proxy is executed, dated and returned or if you vote electronically or telephonically, 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;

•to approve the amendment and restatement of the Hyster-Yale Materials Handling, Inc. 2020 Long-Term Equity Incentive Plan;

•to approve an amendment to the Company's Second Amended and Restated Certificate of Incorporation;

•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 18, 2024 will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 14,020,432 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 3,468,379 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 fourteen 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 Amended and Restated Bylaws ("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 fourteen director nominees receiving the greatest number of votes will be elected directors.

Proposal 2 and proposal 5 are advisory in nature and non-binding. Although non-binding, voting on proposal 2 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 proposal. Because proposal 5 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.

To approve proposal 4, the affirmative vote of the holders of a majority of the outstanding shares of Class A Common and Class B Common entitled to vote at the Annual Meeting, voting as a single class, is required. Abstentions and broker non-votes will have the effect of a vote against proposal 4.

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In accordance with our Bylaws and, with respect to proposal 3 and all other proposals that are brought before the Annual Meeting, 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 are actually voted is required. As a result, abstentions and broker non-votes in respect of such proposals will not be counted and will have no effect for purposes of determining whether a proposal has received the requisite approval by our stockholders.

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 2023, our Board of Directors consisted of twelve directors until May 9, 2023 at which time the number was increased to thirteen.

Directors' Meetings and Committees

The Board of Directors has an Audit Review Committee, a Nominating and Corporate Governance Committee ("NCG Committee"), a Compensation and Human Capital Committee (the "Compensation Committee"), a Planning Advisory Committee, a Finance Committee and an Executive Committee. The current members and responsibilities of such committees are as follows:

Name

Independent

Audit Review

Nominating and Corporate Governance

Compensation and Human Capital

Planning Advisory

Finance

Executive

Colleen R. Batcheler

Yes

James B. Bemowski

Yes

J.C. Butler, Jr.

Carolyn Corvi

Yes

Chair

Edward T. Eliopoulos*

Yes

Chair

John P. Jumper*

Yes

Chair

Dennis W. LaBarre

Yes

Chair

H. Vincent Poor

Yes

Rajiv K. Prasad

Alfred M. Rankin, Jr.

Chair

Claiborne R. Rankin

Britton T. Taplin

Yes

David B.H. Williams

*Audit Committee Financial Expert as determined by the U.S. Securities and Exchange Commission ("SEC") and NYSE listing standards.

In addition to the current independent members of our Board of Directors identified above, our Board of Directors has determined that Gary L. Collar, a new director nominee, will be an independent director as described in the NYSE listing standards if he is elected to the Board of Directors at the Annual Meeting.

Our Board of Directors held five meetings in 2023. During their tenure in 2023, 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 NYSE, our independent directors are scheduled to meet in executive session, without management, once a year. Additional meetings of the independent directors may be scheduled when the independent directors believe such meetings are desirable. As determined by the Board of Directors, the principal subject matter of each meeting will determine which committee chair will preside at such meeting. A meeting of the independent directors, without management, was held on February 14, 2023.

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 then-serving directors attended the 2023 annual meeting in person.

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Audit Review Committee
2023 Meetings: 6	•	The Audit Review Committee has the responsibilities set forth in its charter, including:
Members:		•	reviewing the quality and integrity of our financial statements;
Carolyn Corvi		•	monitoring our compliance with legal and regulatory requirements;
Edward T. Eliopoulos		•	reviewing the adequacy of our internal controls;
(Chair)		•	setting our guidelines and policies to monitor and control our major financial risk exposures;
John P. Jumper		•	reviewing the qualifications, independence, selection and retention of the independent
Dennis W. LaBarre			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;
		•	preparing the Annual Report of the Audit Review Committee to be included in our Proxy Statement;
		•	reviewing related-party transactions;
		•	reviewing and discussing corporate governance disclosures, including environmental, social and
			governance ("ESG") disclosures; and
		•	reviewing the Company's cybersecurity and other technology risks, controls and procedures.
	•	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 SEC.
	•	Consistent with applicable laws, rules and regulations, the Committee may, in its discretion, delegate all
		or a portion of its duties and responsibilities to one or more subcommittees of the Audit Committee.
	•	The Board has determined that Mr. Eliopoulos and Mr. Jumper are each an "audit committee financial
		expert" as defined by the SEC and that each has accounting and related financial management expertise as
		required by NYSE listing standards.


Nominating and Corporate Governance Committee
2023 Meetings: 4	•	The NCG Committee has the responsibilities set forth in its charter, including:
Members:		•	reviewing and making recommendations to our Board of Directors of the criteria for membership
Colleen R. Batcheler			on our Board of Directors;
Carolyn Corvi		•	reviewing and making recommendations to our Board of Directors of the optimum number and
John P. Jumper			qualifications of directors believed to be desirable;
Dennis W. LaBarre (Chair)		•	implementing and monitoring a system to receive suggestions for nominees to directorships of the
H. Vincent Poor			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 of Director's performance;
		•	considering director candidates recommended by our stockholders, see "Procedures for
			Submission and Consideration of Director Candidates" on page 52;
		•	recommending the creation or modification of committees of the Board of Directors;
		•	reviewing, at least annually, reports from management regarding the Company's policies, practices,
			performance and progress with respect to ESG issues;
		•	overseeing director education programs on relevant topics, including among other matters,
			ethics, compliance, governance, cybersecurity and matters relating to our business; and
		•	evaluating Director resignations, if any, and recommending to the Board of Directors whether such
			resignations should be accepted.
	•	The Board has determined that all members are independent under the NYSE listing standards.
	•	Consistent with applicable laws, rules and regulations, the Committee may, in its discretion, delegate all
		or a portion of its duties and responsibilities to one or more subcommittees of the NCG Committee.
	•	The NCG Committee may consult with members of the Taplin and Rankin families,
		including Alfred M. Rankin, Jr. ("Mr. A. Rankin"), regarding the composition of our Board of Directors.

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Compensation and Human Capital Committee
2023 Meetings: 6	•	The Compensation Committee has the responsibilities set forth in its charter, including:
Members:		•	reviewing and approving corporate goals and objectives relevant to compensation;
Carolyn Corvi		•	providing strategic guidance on the development of human capital strategies and programs to support
Edward T. Eliopoulos			the Company's strategic business plan;
John P. Jumper (Chair)		•	evaluating the performance of the Chief Executive Officer, whom we refer to as our CEO, other
H. Vincent Poor			executive officers and senior managers in light of these goals and objectives;
		•	determining and approving 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;
		•	reviewing and approving the Compensation Discussion and Analysis and preparing
			the annual Compensation Committee Report to be included in our Proxy Statement; and
		•	reviewing and discussing with management the Company's engagement with and responsiveness to
			the stockholder advisory vote on executive compensation.
	•	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, subject to applicable law, 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 24.


Planning Advisory Committee
2023 Meetings: 2	•	The Planning Advisory Committee has the responsibilities set forth in its charter, including:
Members:		•	acting as a key participant, resource and advisor on various operational matters;
James B. Bemowski		•	reviewing and advising on a preliminary basis possible acquisitions, divestitures and other
J.C. Butler, Jr.			transactions identified by management for possible consideration of the full Board of Directors;
Carolyn Corvi		•	considering and recommending to the Board of Directors special advisory roles for directors
Dennis W. LaBarre			who are not members of the Planning Advisory Committee; and
Alfred M. Rankin, Jr. (Chair)		•	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
2023 Meetings: 3	•	The Finance Committee has the responsibilities set forth in its charter, including:
Members:		•	reviewing the financing and financial risk management strategies for the Company and its
James B. Bemowski			principal operating subsidiary; and
J.C. Butler, Jr.		•	making recommendations to the Board on matters concerning finance.
Carolyn Corvi (Chair)
Dennis W. LaBarre
Alfred M. Rankin, Jr.
Claiborne R. Rankin
Britton T. Taplin
David B.H. Williams

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Executive Committee
2023 Meetings: 0	•	The Executive Committee's responsibilities include acting on behalf of the Board on matters requiring
Members:		Board action between meetings of the full Board.
Carolyn Corvi	•	All members, except Mr. A. Rankin, are independent.
Edward T. Eliopoulos
John P. Jumper
Dennis W. LaBarre
Rajiv K. Prasad
Alfred M. Rankin, Jr. (Chair)

Board Leadership Structure

Our corporate governance structure provides the Board flexibility to determine the appropriate leadership structure for the Company and whether the roles of Chairman and Chief Executive Officer should be separated or combined. The Board considers many factors in making this decision, including the needs of the Company, the Board's assessment of the leadership structure, long-term succession planning and the best interests of the stockholders. The Board has long recognized that circumstances may lead it to change the leadership structure based upon its determination of these factors.

In 2023, the Board decided to separate the roles of Chairman and Chief Executive Officer. Consequently, Mr. A. Rankin assumed the role of Executive Chairman of the Board and Mr. Prasad was appointed to serve as the Company's Chief Executive Officer. As Chief Executive Officer, Mr. Prasad is responsible for managing the Company's daily operations and setting its strategic objectives, with oversight from the Board. Mr. Prasad's extensive knowledge of the Company's operations and strategies and his engineering and product development expertise were key factors in the Board’s decision to appoint Mr. Prasad as the Company’s Chief Executive Officer and to separate the roles of Chairman and Chief Executive Officer.

The Board believes that Mr. A. Rankin is the most appropriate person to serve as our Executive Chairman because he possesses in-depth knowledge of the issues, opportunities and challenges facing our business given his long and valuable tenure with the Company. In his role, Mr. A. Rankin is able to continue to:

•utilize the individual qualifications, skills and experience of the other members of the Board to maximize their contributions to the Board;

•assess whether each other member of the Board has sufficient knowledge and understanding of our business to enable them to make informed judgments;

•promote a seamless flow of information to the Board;

•focus the Board on the most significant strategic goals and risks of our business;

•facilitate the flow of information between the Board and management; and

•provide the perspective of a long-term stockholder.

In addition, Mr. A. Rankin will be able to provide assistance to our Chief Executive Officer by attending selected internal business management meetings and meeting with our Chief Executive Officer, as necessary.

The NCG Committee and the Board regularly evaluate the Board’s leadership structure. Based on these evaluations, the NCG Committee recommends to the Board the leadership structure it believes is in the best interests of the Company and its stockholders.

We do not assign a lead independent director. At meetings of the independent directors, the principal subject matter of each meeting determines the committee chair who will preside at such meeting.

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 risk management as a whole. The respective areas of risk oversight exercised by our Board and its committees are as follows:


Board/Committee		Primary 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

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Board/Committee		Primary Areas of Risk Oversight
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, Chief Financial Officer and Treasurer; 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
	•	Reviews risks related to ESG disclosures
	•	Reviews risks related to information technology and cybersecurity, which includes reviewing the state of our cybersecurity program and emerging cybersecurity developments and threats, steps management has taken to monitor and mitigate such exposures, and any required disclosure
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
	•	Provides strategic guidance and review on the development of human capital strategies and programs to support the Company's strategic business plan and reduce risks related to human capital issues
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

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 that enables the Company to pursue its strategic objectives effectively.

Annually, each committee reviews their respective charter to determine if there are any emerging issues that warrant that charter be amended to ensure that the appropriate committee has been assigned oversight.

Corporate Responsibility

The Company believes the long-term best interests of its stockholders are best served by embracing economic, social, environmental and health and safety objectives throughout its organization, which also contributes benefits to its customers and the communities in which it operates. The Company has established specific cost-effective corporate projects through its 2026 Aspirations program that are expected to reduce its impact on the environment and conserve natural resources.

The Company considers its employees a primary focus area of corporate responsibility. The Company's priority on people focuses on five main areas: occupational health and safety, employment, diversity and equal opportunity, training and education and engagement with local communities.

Occupational Health & Safety

A robust focus on health and safety performance is a fundamental driver of the Company’s achievements. Within the "Safety First" framework, there is diligent oversight and assessment of key performance indicators, a testament to the Company's dedication to safeguarding the holistic well-being of our workforce. The Company's safety aspiration is for zero occupational injury or illness rates, based on the philosophy that all such injuries and illnesses are preventable.

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The Company requires comprehensive training and accountability from all employees to uphold safety as a daily priority. The Company's workforce is empowered to initiate safety improvements, engage in safety committees and reinforce safety behaviors at all times. The Company recognizes that employees engaged in the work are the most knowledgeable about associated risks. Therefore, the Company requires that the local safety/environmental improvement teams contain employee representatives reflective of their workforce, including hourly employees.

As expressed in our Global Environmental/Occupational Health and Safety Policy, the Company considers environmental protection, occupational health and safety and site security to be paramount to our employees, contractors and visitors and seeks to minimize and control risks to people and the environment and do so by participating in industry standard third-party certifications. Furthermore, the Company's facilities undergo annual internal inspections against our environmental, occupational health and safety and security standards.

Employment

The Company thrives when employees feel valued, motivated and involved. Knowing this, the Company actively seeks to align our employees with fulfilling and impactful tasks which leverage their skills, talent and potential. The Company is committed to investing in initiatives for recruitment and talent development aimed at attracting and retaining a diverse, competent and qualified pool of skilled individuals.

Some of the employment initiatives offered include various training opportunities, an educational assistance program, competitive wage and benefit programs, promotion of diversity and inclusion initiatives, a wellness program and cultivation of an energetic corporate atmosphere. In each country where the Company operates, the Company reviews the competitive markets to develop comprehensive benefits packages that address health and well-being, such as medical, dental and vision coverages; financial security programs such as retirement and savings plans; paid time off for vacation and holiday time and more.

Diversity and Equal Opportunity

The Company is dedicated to fostering a respectful and inclusive work environment. The aspiration is for every employee and potential employee to be treated with dignity and fairness, free from any discrimination or harassment on the basis of race, color, national origin, religion, age, gender, sexual orientation or disability. The Company firmly stands against inappropriate behavior or remarks in the workplace. This includes conduct that creates a hostile or offensive atmosphere, disrupts work performance or harms employment opportunities. All forms of harassment, including sexual, verbal, physical or visual, are strictly prohibited. Our Anti-Harassment and Anti-Discrimination Policy is a key component of the Company's Corporate Compliance Program.

The Company recognizes the importance of different voices and experiences in steering our growth and innovation forward. The Company continues to develop our female employees through our Leadership Exploration and Development (LEAD) program, which is an eight-month program empowering women with skills and mindset for impactful leadership. Through interactive sessions, readings and reflective activities, participants develop a comprehensive understanding of their strengths and learn to lead with clarity, courage, compassion and a strong business acumen. Attendees are nominated based on their current roles as well as their potential for leadership, their career goals and aspirations as well as other key criteria.

The Company also maintains several Employee Resource Groups ("ERG"), such as the W41 Women’s Network, HYG Veterans Group, Emerging Professionals Network, Green Team and the Young Professionals Network. These groups are employee-led and employee-run which promote diversity by bringing together employees who share similar interests or affinities. They offer access to resources, development and leadership opportunities, and are designed to leverage the individual talents, perspectives and experiences of employees to support an inclusive workplace environment. All regular, full-time employees are eligible to join any ERG. Furthermore, each ERG must have a leadership sponsor who provides guidance and feedback on the group’s strategies and objectives.

Training and Education

The Company believes in the 70/20/10 Model of Employee Development, where 70% of development occurs through on-the-job experiences, 20% is learned from others and 10% is through formal training. The Company also believes in developing its existing employee base, seeking to retain the best and brightest talent. Therefore, employees are encouraged to seek out a mix of opportunities to enhance their professional and personal growth

A multitude of training and educational opportunities are offered through the Company's Learning and Development Guide and the Hyster-Yale Learning Center. Each employee is provided access to this guide and to a digital learning platform, receiving a detailed overview of the wide variety of development opportunities available to all employees at little or no cost to them.

The Company's dedication to the growth and advancement of its employees is emphasized in the Performance Management Program ("PMP"). This program harmonizes individual performance with business objectives, creating a platform for employees to make meaningful contributions to the organization through ongoing feedback and development while ultimately driving outstanding business outcomes. The PMP encourages employee reviews in a structured manner that allows

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for the employee and their manager to reflect upon and discuss progress at mid-year and at year-end. All salaried employees participate in the program, and the Company is piloting the program with hourly employees.

Engagement with Local Communities

The Company believes it has a civic obligation to support educational and charitable causes. The Board of Director’s Charitable Contributions Committee encourages the Company and each of its subsidiaries to maintain programs in support of the local communities where employees live and work. This committee focuses its efforts on charitable contributions towards programs of the arts and sponsoring cultural, education, civic, health and welfare organizations, health care programs and minority and women’s groups, as well as other charitable programs in areas in which the Company operates.

Environmental Health and Safety Responsibility

As the scope of environmental laws and regulations increases across the world, it is imperative to stay focused on the Company's compliance obligations. In response, the Company has developed policies and procedures to address standards for the environment, which are designed to meet or exceed applicable laws and regulations. At a minimum, all employees must adhere to the Code of Corporate Conduct, including compliance with applicable environmental, health and safety requirements as well as laws and regulations.

The Company's strategy comprises three key tenants:

•comply with all applicable environmental and health and safety requirements;

•keep all work areas free from environmental health and safety hazards; and

•comply with reporting requirements of the Company and government agencies.

The Company strives to efficiently manage operational energy use and mitigate the carbon footprint across global operations. The Company reviews and validates globally reported environmental data and seeks to normalize environmental metrics according to sequence of event hours, allowing better understanding of the efficiency of key performance indicators while accounting for changes in business volume. Periodically, the Company will partner with a third party to perform external reviews and validations to enhance the program and build confidence with our stakeholders.

To effectively manage this program, the Company's energy and emissions management strategy is built upon three pillars:

•Efficiency

•reduce energy consumption within the Company's operations; and

•pursue renewable energy and other low-carbon sources

•Engagement

•collaborate with suppliers to understand their energy challenges and develop solutions

•Innovation

•design and deliver products that improve energy efficiency and decrease operating costs

The Company has a deep appreciation for energy and energy efficiency. The Company consumes energy to create powerful equipment and this equipment, in turn, consumes energy while in-use. The Company recognizes the importance of managing energy consumption as efficiently as possible both during the production and use phase of products. To ensure there is internal accountability, oversight and focus in place for managing energy usage reduction, the Company has established divisional waste and energy committees in both the Americas and European, Middle East and Africa theaters. These committees meet monthly to discuss progress and updates on current year energy and waste reduction projects as well as plans for future initiatives. The committees provide quarterly updates to key stakeholders within the organization to keep the business engaged with the topic and updated on the steps the Company is taking to decrease its environmental footprint among other priorities.

The Company is implementing site-specific energy policies at manufacturing facilities to support local energy management practices. These policies ask each location to define a strategy for reducing energy consumption, to set objectives and aspirations and to periodically review and track the reduction of energy use and carbon emissions. The implementation of these local energy policies is expected to guide the energy consumption reduction progress across the Company's internal operations.

The Company understands the importance of responsible material use, including how to manage and dispose of wastes generated within its operations. The Company has documented source reduction as a universal first step in minimizing waste generated within chemical and waste management procedures. Furthermore, as waste disposal options vary based on several factors, each of the Company's sites has specific policies and procedures in place to guide their materials management processes, including waste reuse and recycling efforts. The Company also provides formal training to address handling and storage of materials, including spill prevention and emergency response procedures. Relevant employees who routinely handle hazardous materials go through additional training, including handling, storage and disposal methods as well as additional spill response and emergency procedures. For these employees, the Company administers an annual hazardous material management test to confirm they are prepared to work with and around such materials.

SEC Form DEF 14A filed by Hyster-Yale Materials Handling Inc.