UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 18, 2009
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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1-9172
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34-1505819 |
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| (State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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5875 Landerbrook Drive
Cleveland, Ohio
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44124-4069 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code
(440) 449-9600
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
ANNUAL INCENTIVE COMPENSATION PLANS
On June 18, 2009, the Compensation Committees of the Board of Directors of NACCO Industries,
Inc., which is referred to as NACCO, and its wholly owned subsidiary, The North American Coal
Corporation, which is referred to as NA Coal, each adopted a 2009 Annual Incentive Compensation
Plan, which are referred to as the NACCO Annual Incentive Plan and the NA Coal Annual Incentive
Plan, respectively, and are collectively referred to as the Annual Incentive Plans, for the benefit
of certain of their respective executive and management employees.
Additionally, performance criteria were established for the Annual Incentive Plans.
The Annual Incentive Plans provide that each participant is eligible to earn a target
incentive award during the award term of January 1, 2009 through December 31, 2009. Final payouts
for each individual under the Annual Incentive Plans are based on the participant’s target award
measured against established performance criteria and performance by the participant against
individual goals for the January 1, 2009 through December 31, 2009 performance period. The
Compensation Committee of the Board of Directors of each of NACCO and NA Coal, which are
collectively referred to as the Compensation Committees, in its discretion, may also increase or
decrease awards under its respective company’s Annual Incentive Plan and may approve the payment of
awards where performance would otherwise not meet the minimum criteria set for payment of awards.
Payouts under the Annual Incentive Plans generally range from 0% to 150% of the participant’s
target award amount.
For 2009, the performance criteria under the Annual Incentive Plans are as follows:
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| Name of Plan |
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Performance Criteria |
NA Coal Annual Incentive Plan
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40% of the award is based NA Coal’s return
on total capital employed, which is
referred to as ROTCE, for two of its
consolidated mining subsidiaries; 30% of
the award is based on adjusted net income
and 30% of the award is based on new
business development |
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NACCO Annual Incentive Plan
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(1) The performance criteria for the
short-term award under the plan are the
same performance criteria as shown above
for the NA Coal Annual Incentive Plan. |
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(2) The performance criteria for the
long-term award under the plan are the
same performance criteria that apply under
the NA Coal Value Appreciation Plan,
referred to as the NA Coal Long-Term Plan,
for 2009. These criteria were established
when the NA Coal Long-Term Plan was
initially adopted in 2006 and include net
income appreciation goals for various
projects on an annual and cumulative
basis. These goals are adjusted for
inflation and for any new projects
initiated during the 10-year term of the
NA Coal Long-Term Plan. |
Final payouts under the Annual Incentive Plans will be determined by the respective
Compensation Committees following December 31, 2009. Final payouts will be paid in cash to
participants no later than March 15, 2010.
The Annual Incentive Plans described above are attached to this Current Report on Form 8-K as
Exhibits 10.1 and 10.2 and are hereby incorporated herein by reference. The foregoing summary of
the Annual Incentive Plans is qualified in its entirety by reference to the full text of such
plans, which are attached hereto as Exhibits 10.1 and 10.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Exhibit Description |
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10.1
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NACCO Industries, Inc. 2009 Annual Incentive Compensation Plan |
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10.2
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The North American Coal Corporation
2009 Annual Incentive Compensation Plan |