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 | |||