NACCO Industries (NC) 8-KDeparture of Directors or Certain Officers

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:

Securities registered pursuant to Section 12(b) of the Act

On February 21, 2023, the Board of Directors (the "Board") of NACCO Industries, Inc. ("NACCO" or the "Company") adopted NACCO Industries, Inc. Amended and Restated Executive Long-Term Incentive Compensation Plan (effective March 3, 2023) (the "Amended Long-Term Equity Plan") for the benefit of executive employees of NACCO and its subsidiaries. Prior versions of the plan document were previously approved by stockholders, most recently in 2021 (the "Current Plan"). The Amended Long-Term Equity Plan replaces the Current Plan.

In approving the Amended Long-Term Equity Plan, the Board made the following material changes, along with certain

other immaterial and clarifying changes, to the Current Plan:

The Amended Long-Term Equity Plan was effective March 1, 2023 but the issuance of Class A Common with respect to target awards granted for performance periods beginning on or after January 1, 2023 was subject to the approval of the plan by the stockholders of NACCO. The stockholders of NACCO approved the Amended Long-Term Equity Plan on May 16, 2023.

In general, the Amended Long-Term Equity Plan will be administered by the CHC Committee of the Board and will enable the CHC Committee to provide awards to salaried employees of the Company and its wholly owned subsidiaries on a U.S. payroll who, in the judgment of the CHC Committee, occupy executive positions in which their efforts may contribute to the interests of the Company.

As of March 1, 2023, 1,688 employees are in the class of eligible participants for the Amended Long-Term Equity Plan. The CHC Committee approves Amended Long-Term Equity Plan participants, the performance period, and applicable performance objectives for each award. The basis for participation in the Amended Long-Term Equity Plan by eligible persons is the selection of such persons by the CHC Committee or its delegate in its discretion.

The Amended Long-Term Equity Plan authorizes our CHC Committee to provide performance-based award opportunities that are payable partly in cash and partly in Class A Common shares for the purpose of providing certain key employees incentives and rewards for performance. Under no circumstances will the amount paid to any participant in a single calendar year as a result of awards under the Amended Long-Term Equity Plan (including the fair market value of any Award Shares) exceed the greater of (i) $12 million or (ii) the fair market value of 500,000 Award Shares, determined at the time of payment.

On February 21, 2023, the CHC Committee adopted performance objectives and targets for the awards that may be earned for the one-year performance period ending December 31, 2023. The following chart shows the anticipated target awards for 2023:

The Amended Long-Term Equity Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The foregoing summary is qualified in its entirety by reference to the full text of the Amended Long-Term Equity Plan.

Item 5.07. Submission of Matters to a Vote of Security Holders.

NACCO held its Annual Meeting of Stockholders (the "Annual Meeting") on May 16, 2023. Reference is made to the Company’s 2023 Proxy Statement (the "Proxy Statement") filed with the Securities Exchange Commission on April 5, 2023 for more information regarding the Proposals set forth below and the vote required for approval of these matters. The matters voted upon and the final results of the vote were as follows:

Accounting Firm of NACCO for 2023:

Item 9.01 Financial Statements and Exhibits.

The following exhibit is filed herewith:

    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.