ナッコインダストリーズの適時開示・重要契約・その他

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 19, 2024

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.)

22901 Millcreek Blvd

Suite 600

Cleveland,

Ohio

44122

(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 19, 2024, 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 $200,000 per year to $100,000 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.


(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 23, 2024

NACCO INDUSTRIES, INC.

By:

/s/ Sarah E. Fry

Sarah E. Fry

Vice President, Associate General Counsel & Assistant Secretary

EX-10.1 2 amendmenttorankinconsultin.htm EX-10.1 Document

Exhibit 10.1

AMENDMENT TO CONSULTING AGREEMENT

This AMENDMENT TO CONSULTING AGREEMENT (the “Amendment”) is entered into as of December 19, 2024 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 further amended to lower the consulting fees from $250,000 per year to $200,000 per year; and

WHEREAS, the Company and Consultant desire to amend the Consulting Agreement effective January 1, 2025 to lower the consulting fees from $200,000 per year to $100,000 per year.

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 $8,333.33. 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.

* * *

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EXECUTED on the dates indicated below.

NACCO INDUSTRIES, INC.

Date: December 19, 2024 By: /s/ J.C. Butler

Printed Name: J.C. Butler

Title: President & CEO of NACCO Industries

Date: December 19, 2024 ALFRED M. RANKIN, JR.

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