Hyster-Yale (HY) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 13, 2025, with voting on director elections, executive compensation, frequency of say-on-pay votes, and auditor confirmation.

• Stockholders of record as of March 17, 2025, are eligible to vote, with materials distributed starting March 25, 2025.

• Voting can be done in person, by mail, online, or by phone, with a single proxy covering both Class A and Class B shares.

Voting matters and shareholder proposals

• Proposals include electing fifteen directors, advisory approval of executive compensation, advisory vote on frequency of say-on-pay, and confirmation of Ernst & Young LLP as auditor.

• The board recommends voting for all director nominees, for executive compensation, for annual say-on-pay, and for auditor confirmation.

• Shareholder proposals and director nominations must follow detailed submission procedures and deadlines.

Board of directors and corporate governance

• The board expanded from thirteen to fifteen directors in 2024, with all directors attending at least 75% of meetings.

• Committees include Audit Review, Nominating and Corporate Governance, Compensation and Human Capital, Planning Advisory, Finance, and Executive.

• The roles of Chairman and CEO are separated, with Mr. A. Rankin as Executive Chairman and Mr. Prasad as CEO.

• The board regularly evaluates its leadership structure and maintains a majority of independent directors.

• A code of corporate conduct and insider trading policy are in place, with strict hedging and trading restrictions for insiders.