NACCO Industries (NC) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 15, 2026, with voting on five key proposals, including director elections, executive compensation, and auditor ratification.

• Board recommends voting for all director nominees, approval of the amended long-term incentive plan, executive compensation, annual say-on-pay frequency, and auditor ratification.

• Proxy materials and annual report are available online, and shareholders can vote by mail, phone, or internet.

Voting matters and shareholder proposals

• Election of eleven directors for one-year terms.

• Approval of the amended and restated executive long-term incentive compensation plan, increasing available shares and extending plan term.

• Advisory vote on named executive officer compensation (say-on-pay), with strong historical shareholder support (97% approval in 2025).

• Advisory vote on frequency of future say-on-pay votes, with board recommending annual votes.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board consists of eleven directors, majority independent, with diverse backgrounds and expertise.

• Chairman and CEO roles are separated; board committees (Audit, Compensation, Nominating) are fully independent.

• Board evaluates governance practices annually and does not use NYSE controlled company exemptions.

• Directors are expected to attend all meetings; all attended over 75% of meetings in 2025.