Hyster-Yale (HY) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 12, 2026, with voting on four key proposals, including director elections, executive compensation, an amended director equity plan, and auditor confirmation.

• The board consists of 15 directors, with a mix of long-tenured and newer members, and maintains a majority of independent directors.

• The company maintains robust governance, risk oversight, and compliance practices, including annual evaluations and adherence to NYSE standards despite qualifying as a controlled company.

Voting matters and shareholder proposals

• Shareholders will vote on electing 15 directors, an advisory say-on-pay for executive compensation, approval of an amended Non-Employee Directors' Equity Compensation Plan, and confirmation of Ernst & Young LLP as auditor.

• The amended director equity plan increases available shares by 100,000 and extends the plan for 10 years.

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

Board of directors and corporate governance

• The board has six committees: Audit Review, Nominating and Corporate Governance, Compensation and Human Capital, Planning Advisory, Finance, and Executive.

• All committee members are independent, and the board regularly reviews its leadership structure, currently separating the roles of Chairman and CEO.

• Directors are expected to attend meetings and the annual meeting; all but one attended in 2025.

• The board encourages diversity of experience and skills and evaluates governance practices annually.