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) February 10, 2009
NACCO Industries, Inc.
(Exact name of registrant as specified in its 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 |
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| Cleveland, Ohio
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44124-4017 |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.02(e) Departure of Directors or Certain Officers, Election of Directors, Appointment of
Certain Officers, Compensatory Arrangements of Certain Officers
On February 10, 2009, NACCO Industries, Inc. (“NACCO”) entered into a consulting agreement
with Michael J. Morecroft, the President and Chief Executive Officer of Hamilton Beach Brands,
Inc., a subsidiary of NACCO (“HBB”).
Under the consulting agreement, which is effective as of June 30, 2008, Dr. Morecroft agrees
to perform services as an independent consultant to NACCO and its Board of Directors and its other
subsidiaries, including The Kitchen Collection, Inc. (“KCI”), regarding management, financial and
other matters and particularly with respect to the potential synergies from more closely
associating HBB with KCI.
Dr. Morecroft will receive consulting fees in the amount of $665,000 for services rendered
during 2008 and approximately $880,000 for services to be rendered during 2009 with payments for
2009 being reduced by the amount of any annual incentive compensation payments and/or profit
sharing benefits paid to Dr. Morecroft from HBB for 2009. In the event of the termination of the
agreement or Dr. Morecroft’s employment prior to December 31, 2009, Dr. Morecroft will receive a
pro-rata portion of the 2009 consulting fee, based on the number of days in 2009 during which the
agreement was in effect. The agreement may be terminated by either party upon five days’ advance
written notice.
The agreement contains a non-compete provision that prohibits Dr. Morecroft from
performing duties for a competitor for a period of 12 months following his termination of
employment with HBB for any reason. The agreement also contains non-solicitation,
non-interference, confidentiality and post-termination cooperation requirements.
The consulting agreement described above is attached to this Current Report on Form 8-K as
Exhibit 10.1 and is hereby incorporated herein by reference. The foregoing summary of the
consulting agreement is qualified in its entirety by reference to the full text of the agreement,
which is attached hereto as an exhibit.
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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Consulting Agreement between NACCO Industries, Inc. and
Michael J. Morecroft, dated February 10, 2009 (effective as of
June 30, 2008) |
2