HYSTER YALE INC CLASS A (HY)

Sector: Industrials

Annual Meeting

2026 Annual Meeting Analysis

HYSTER YALE INC CLASS A · Meeting: May 12, 2026

Policy v1.2high confidenceView Filing ↗

For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

Directors AGAINST

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Directors (Proposal 1)

2 FOR/13 AGAINST

Against Analysis

✗ AGAINST

Colleen R. Batcheler⚑ TSR trigger 3yr: HY 3yr return -14.6% vs PSCI 90.0%, gap of -104.6pp exceeds 30pp threshold for negative absolute TSR⚑ 5yr trigger confirmed: HY 5yr return -46.1% vs PSCI — sustained underperformance, no 5yr mitigant available

Batcheler has served since 2023, which is more than 24 months ago, and her tenure meaningfully overlaps with the period in which HY's stock fell roughly 14.6% while the Small-Cap Industrials ETF Benchmark (PSCI — Invesco S&P SmallCap Industrials ETF) rose 90.0%, a gap of about 105 percentage points that far exceeds the 30-point trigger threshold; the 5-year record shows no improvement, so no mitigant applies.

✗ AGAINST

James B. Bemowski⚑ TSR trigger 3yr: HY 3yr return -14.6% vs PSCI 90.0%, gap of -104.6pp exceeds 30pp threshold for negative absolute TSR⚑ 5yr trigger confirmed: HY 5yr return -46.1% vs PSCI — sustained underperformance, no 5yr mitigant available

Bemowski has served since 2018 and his tenure fully covers the underperformance period; HY's stock lost about 14.6% over three years while the Small-Cap Industrials ETF Benchmark (PSCI — Invesco S&P SmallCap Industrials ETF) gained 90.0%, a gap of about 105 percentage points well above the 30-point trigger, and the 5-year record is even worse, so no mitigant applies.

✗ AGAINST

J.C. Butler, Jr.⚑ TSR trigger 3yr: HY 3yr return -14.6% vs PSCI 90.0%, gap of -104.6pp exceeds 30pp threshold for negative absolute TSR⚑ 5yr trigger confirmed: HY 5yr return -46.1% vs PSCI — sustained underperformance, no 5yr mitigant available⚑ familial relationship: son-in-law of Executive Chairman Alfred M. Rankin Jr.⚑ non independent director

Butler has served since 2012, is classified as non-independent, and is the son-in-law of Executive Chairman Alfred M. Rankin Jr., raising governance concerns; additionally, his long tenure fully covers the severe underperformance period where HY lost about 14.6% while the Small-Cap Industrials ETF Benchmark (PSCI — Invesco S&P SmallCap Industrials ETF) rose 90.0%, and the 5-year record shows no improvement.

✗ AGAINST

Carolyn Corvi⚑ TSR trigger 3yr: HY 3yr return -14.6% vs PSCI 90.0%, gap of -104.6pp exceeds 30pp threshold for negative absolute TSR⚑ 5yr trigger confirmed: HY 5yr return -46.1% vs PSCI — sustained underperformance, no 5yr mitigant available

Corvi has served since 2012 and her tenure fully covers the underperformance period; HY's stock fell about 14.6% over three years while the Small-Cap Industrials ETF Benchmark (PSCI — Invesco S&P SmallCap Industrials ETF) gained 90.0%, a gap of about 105 percentage points above the 30-point trigger, and the 5-year performance is even worse, so no mitigant applies.

✗ AGAINST

Edward T. Eliopoulos⚑ TSR trigger 3yr: HY 3yr return -14.6% vs PSCI 90.0%, gap of -104.6pp exceeds 30pp threshold for negative absolute TSR⚑ 5yr trigger confirmed: HY 5yr return -46.1% vs PSCI — sustained underperformance, no 5yr mitigant available

Eliopoulos has served since 2020, giving him tenure that meaningfully overlaps with the underperformance period; HY's stock fell about 14.6% over three years while the Small-Cap Industrials ETF Benchmark (PSCI — Invesco S&P SmallCap Industrials ETF) rose 90.0%, a gap of about 105 percentage points well above the 30-point trigger, and the 5-year record confirms sustained underperformance with no mitigant available.

✗ AGAINST

John P. Jumper⚑ TSR trigger 3yr: HY 3yr return -14.6% vs PSCI 90.0%, gap of -104.6pp exceeds 30pp threshold for negative absolute TSR⚑ 5yr trigger confirmed: HY 5yr return -46.1% vs PSCI — sustained underperformance, no 5yr mitigant available

Jumper has served since 2012 and his tenure fully covers the underperformance period; HY's stock fell about 14.6% over three years while the Small-Cap Industrials ETF Benchmark (PSCI — Invesco S&P SmallCap Industrials ETF) gained 90.0%, a gap of about 105 percentage points above the 30-point trigger, and the 5-year record shows no improvement.

✗ AGAINST

Dennis W. LaBarre⚑ TSR trigger 3yr: HY 3yr return -14.6% vs PSCI 90.0%, gap of -104.6pp exceeds 30pp threshold for negative absolute TSR⚑ 5yr trigger confirmed: HY 5yr return -46.1% vs PSCI — sustained underperformance, no 5yr mitigant available

LaBarre has served since 2012 and his long tenure fully covers the underperformance period; HY's stock fell about 14.6% over three years while the Small-Cap Industrials ETF Benchmark (PSCI — Invesco S&P SmallCap Industrials ETF) rose 90.0%, a gap of about 105 percentage points above the 30-point trigger, and the 5-year performance confirms sustained underperformance.

✗ AGAINST

H. Vincent Poor⚑ TSR trigger 3yr: HY 3yr return -14.6% vs PSCI 90.0%, gap of -104.6pp exceeds 30pp threshold for negative absolute TSR⚑ 5yr trigger confirmed: HY 5yr return -46.1% vs PSCI — sustained underperformance, no 5yr mitigant available

Poor has served since 2017 and his tenure fully covers the underperformance period; HY's stock fell about 14.6% over three years while the Small-Cap Industrials ETF Benchmark (PSCI — Invesco S&P SmallCap Industrials ETF) gained 90.0%, a gap of about 105 percentage points well above the 30-point trigger, and the 5-year record shows no improvement.

✗ AGAINST

Rajiv K. Prasad⚑ TSR trigger 3yr: HY 3yr return -14.6% vs PSCI 90.0%, gap of -104.6pp exceeds 30pp threshold for negative absolute TSR⚑ 5yr trigger confirmed: HY 5yr return -46.1% vs PSCI — sustained underperformance, no 5yr mitigant available⚑ executive director subject to TSR trigger independent of say on pay

Prasad has served as a director since 2023 and became CEO in May 2023, meaning his tenure meaningfully overlaps with the underperformance period; as an executive director he is subject to the same TSR trigger as all other directors, and HY's stock fell about 14.6% over three years while the Small-Cap Industrials ETF Benchmark (PSCI — Invesco S&P SmallCap Industrials ETF) rose 90.0%, a gap of about 105 percentage points above the 30-point trigger, with no 5-year mitigant available; this AGAINST vote on his director seat is separate from and does not affect the Say on Pay vote.

✗ AGAINST

Alfred M. Rankin, Jr.⚑ TSR trigger 3yr: HY 3yr return -14.6% vs PSCI 90.0%, gap of -104.6pp exceeds 30pp threshold for negative absolute TSR⚑ 5yr trigger confirmed: HY 5yr return -46.1% vs PSCI — sustained underperformance, no 5yr mitigant available⚑ executive director subject to TSR trigger

A. Rankin has served since 2012 as director and was CEO until May 2023, giving him tenure that fully covers and predates the underperformance period; HY's stock fell about 14.6% over three years while the Small-Cap Industrials ETF Benchmark (PSCI — Invesco S&P SmallCap Industrials ETF) gained 90.0%, a gap of about 105 percentage points well above the 30-point trigger, and the 5-year record is even worse with no mitigant available.

✗ AGAINST

Claiborne R. Rankin⚑ TSR trigger 3yr: HY 3yr return -14.6% vs PSCI 90.0%, gap of -104.6pp exceeds 30pp threshold for negative absolute TSR⚑ 5yr trigger confirmed: HY 5yr return -46.1% vs PSCI — sustained underperformance, no 5yr mitigant available⚑ familial relationship: brother of Executive Chairman Alfred M. Rankin Jr.⚑ non independent director

C. Rankin has served since 2012, is non-independent, and is the brother of Executive Chairman Alfred M. Rankin Jr.; his long tenure fully covers the underperformance period where HY lost about 14.6% while the Small-Cap Industrials ETF Benchmark (PSCI — Invesco S&P SmallCap Industrials ETF) rose 90.0%, a gap of about 105 percentage points, and the 5-year record confirms no improvement.

✗ AGAINST

Britton T. Taplin⚑ TSR trigger 3yr: HY 3yr return -14.6% vs PSCI 90.0%, gap of -104.6pp exceeds 30pp threshold for negative absolute TSR⚑ 5yr trigger confirmed: HY 5yr return -46.1% vs PSCI — sustained underperformance, no 5yr mitigant available

Taplin has served since 2012 and his tenure fully covers the underperformance period; HY's stock fell about 14.6% over three years while the Small-Cap Industrials ETF Benchmark (PSCI — Invesco S&P SmallCap Industrials ETF) gained 90.0%, a gap of about 105 percentage points well above the 30-point trigger, and the 5-year record shows sustained underperformance with no mitigant available.

✗ AGAINST

David B.H. Williams⚑ TSR trigger 3yr: HY 3yr return -14.6% vs PSCI 90.0%, gap of -104.6pp exceeds 30pp threshold for negative absolute TSR⚑ 5yr trigger confirmed: HY 5yr return -46.1% vs PSCI — sustained underperformance, no 5yr mitigant available⚑ familial relationship: son-in-law of Executive Chairman Alfred M. Rankin Jr.⚑ non independent director

Williams has served since 2020, is non-independent, and is the son-in-law of Executive Chairman Alfred M. Rankin Jr.; his tenure meaningfully overlaps with the underperformance period where HY lost about 14.6% while the Small-Cap Industrials ETF Benchmark (PSCI — Invesco S&P SmallCap Industrials ETF) rose 90.0%, a gap of about 105 percentage points above the 30-point trigger, and the 5-year record shows no improvement.

For Analysis

✓ FOR

Gary L. Collar⚑ director joined within 24 months exempt

Collar joined the board in 2024, which is within the 24-month exemption period under the voting policy, so he is not subject to the TSR underperformance trigger; no other disqualifying flags were identified.

✓ FOR

Ann A. O'Hara⚑ director joined within 24 months exempt

O'Hara joined the board in 2024, which is within the 24-month exemption period under the voting policy, so she is not subject to the TSR underperformance trigger; no other disqualifying flags were identified.

The board consists of 15 nominees, of whom 13 receive an AGAINST vote due to the severe and sustained underperformance of HY's stock versus the Small-Cap Industrials ETF Benchmark (PSCI — Invesco S&P SmallCap Industrials ETF): HY fell about 14.6% over three years while PSCI rose 90.0%, a gap of roughly 105 percentage points that far exceeds the 30-point trigger for companies with negative absolute 3-year returns, and the 5-year record (HY down 46.1%) confirms this is not a temporary trough. Three directors — Butler, C. Rankin, and Williams — face additional governance concerns due to familial relationships with Executive Chairman A. Rankin and non-independent status. Only newly appointed directors Collar and O'Hara (both joining in 2024) are exempt from the TSR trigger under the 24-month new-director exemption.

Say on Pay

✓ FOR

CEO

Rajiv K. Prasad

Total Comp

$4,399,954

Prior Support

99%%

CEO Rajiv K. Prasad received total compensation of approximately $4.4 million in 2025, which is a meaningful reduction from $8.1 million in 2024 and $8.7 million in 2023, reflecting the company's weaker financial performance during the year — short-term incentive payouts were about 64% of target and long-term incentive payouts were about 62% of target, demonstrating that the pay program did in fact reduce executive pay when the business underperformed. The pay structure is heavily weighted toward variable, performance-based compensation (roughly 80% of the CEO's target total compensation is incentive-based), awards are subject to meaningful 10-year transfer restrictions that keep executives exposed to long-term stock performance, and a proper clawback policy is in place; prior-year support was approximately 99%, reflecting broad shareholder satisfaction with this program's design.

Auditor Ratification

✓ FOR

Auditor

Ernst & Young LLP

Tenure

N/A

Audit Fees

$4,900,000

Non-Audit Fees

$100,000

Non-audit fees (less than $0.1 million, or roughly $100,000) represent about 2% of audit fees ($4.9 million), well below the 50% threshold that would raise independence concerns; Ernst & Young is a Big 4 firm appropriate for a company of this size and complexity; no material restatements were disclosed; and while auditor tenure is not disclosed in the proxy, the policy requires confirmed data to trigger a no vote on tenure grounds, so this does not fire.

Overall Assessment

The 2026 Hyster-Yale annual meeting ballot is dominated by a significant board accountability concern: the company's stock has lost approximately 14.6% over three years while the Small-Cap Industrials ETF Benchmark (PSCI — Invesco S&P SmallCap Industrials ETF) gained 90.0%, a gap of roughly 105 percentage points that triggers AGAINST votes for 13 of 15 director nominees, with additional governance flags for three non-independent directors who have familial ties to the controlling Rankin family. The Say on Pay vote earns a FOR because executive pay was meaningfully cut in line with below-target business results in 2025, and the auditor ratification is straightforward given minimal non-audit fees and Ernst & Young's suitability as a Big 4 firm.

Filing date: March 24, 2026·Policy v1.2·high confidence