NC Annual Shareholder Vote 2011 8K
 

 
 
 
 
 
 
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):
May 11, 2011
 
 
 
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, CLEVELAND, OHIO
44124-4069
(Address of principal executive offices)
(Zip code)
 
 
 
(440) 449-9600
(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))
 
 
 
 
 
 
 

 
 

Item 5.07. Submission of Matters to a Vote of Security Holders.
    
NACCO Industries, Inc. (the "Company") held its Annual Meeting of Stockholders on May 11, 2011.
 
The stockholders elected each of the following nine nominees to the Board of Directors for a one-year term:    
DIRECTOR
VOTE FOR
VOTE WITHHELD
BROKER NON-VOTES
Owsley Brown II
21,715,850
174,646
288,692
Dennis W. LaBarre
19,281,565
2,608,931
288,692
Richard de J. Osborne
21,714,109
176,387
288,692
Alfred M. Rankin, Jr.
21,653,056
237,440
288,692
Michael E. Shannon
21,751,350
139,146
288,692
Britton T. Taplin
21,685,377
205,119
288,692
David F. Taplin
20,013,212
1,877,284
288,692
John F. Turben
21,743,138
147,358
288,692
Eugene Wong
21,723,465
167,031
288,692
 
The stockholders approved the NACCO Industries, Inc. Non-Employee Directors' Equity Compensation Plan (Amended and Restated Effective May 11, 2011):
 
For
21,762,179
 
Against
120,225
 
Abstain
8,092
 
Broker Non-Votes
288,692
 
 
The stockholders approved, on an advisory basis, the compensation paid to the Company's Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and discussion:
 
For
21,061,497
 
Against
819,599
 
Abstain
9,400
 
Broker Non-Votes
288,692
 
 
The stockholders approved, on an advisory basis, a vote by the stockholders of the Company on the compensation of the Company's Named Executive Officers every three years:
 
1 Year
7,794,461
 
2 Years
42,381
 
3 Years
14,044,883
 
Abstain
8,771
 
Broker Non-Votes
288,692
 
 

 
 

After the stockholders meeting, the Directors met and considered the advisory vote on the frequency of the say on pay vote. They determined that given that they had originally recommended a three year vote and majority of the stockholders voted for a three year vote that the Company would hold a vote on compensation of the Named Executive Officers of the Company every three years until the next required vote on the frequency of such advisory vote of stockholders.
 
The stockholders confirmed the appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm of NACCO for the current fiscal year:
 
For
22,128,294
 
Against
50,006
 
Abstain
888
 
 

 
 

 
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:
May 16, 2011
 
NACCO INDUSTRIES, INC.
 
 
 
 
 
 
By:
/s/ Charles A. Bittenbender
 
 
 
Name: Charles A. Bittenbender
 
 
 
Title: Vice President, General Counsel and Secretary