Hamilton Beach Brands Holding Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   To elect twelve directors to serve until the next annual meeting.

2. 2

   Advisory Vote to Approve the Company’s Named Executive Officer Compensation

   ManagementBoard: FOR

   A non-binding, advisory "say-on-pay" vote to approve the Company’s Named Executive Officer compensation as disclosed in the Proxy Statement.

   More detail

   Proposal asks stockholders to cast a non-binding advisory vote to approve the overall compensation of Named Executive Officers as described in the proxy. Management seeks shareholder endorsement to validate its compensation philosophy which ties pay to short-term and long-term performance through a mix of base salary, short-term cash incentives, and long-term equity awards with restrictive holding periods. Context includes strong prior-year approval (>97%), use of independent compensation consultant Korn Ferry, and specific plan features such as ROTCE override, project-focused long-term metrics, transfer-restrictions on equity awards (10 years), and caps on payouts. The Board recommends FOR, arguing these structures align executives’ interests with long-term shareholder value, mitigate excessive risk through holding requirements and caps, and reflect market-competitive positioning. Key governance considerations include the Company’s status as a controlled company and the Board’s decision to hold an annual advisory vote; potential shareholder concerns might focus on long holding periods and related-party governance given Rankin family influence. The Board will consider the vote results in future compensation decisions.

3. 3

   Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the appointment of EY as the Company’s independent registered public accounting firm for 2026.

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When is the Hamilton Beach Brands Holding Co 2026 annual meeting?

Hamilton Beach Brands Holding Co (HBB) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.

What is the record date for the Hamilton Beach Brands Holding Co 2026 meeting?

The record date for the Hamilton Beach Brands Holding Co 2026 meeting is Monday, March 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Hamilton Beach Brands Holding Co's 2026 meeting?

The board is presenting 12 director nominees at the Hamilton Beach Brands Holding Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Hamilton Beach Brands Holding Co 2026 meeting?

Shareholders will vote on 3 proposals at the Hamilton Beach Brands Holding Co 2026 meeting, each tagged with who proposed it and the board's recommendation.