HYSTER YALE INC CLASS A (HY)
Sector: Industrials
2026 Annual Meeting Analysis
HYSTER YALE INC CLASS A · Meeting: May 12, 2026
Directors FOR
0
Directors AGAINST
15
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors (Proposal 1)
Against Analysis
Hyster-Yale's stock has fallen 22% over three years while the small-cap industrials benchmark (PSCI) rose nearly 72%, a gap of nearly 94 percentage points that far exceeds the 30-point trigger threshold; the five-year record is even worse (-56%), so there is no long-term mitigant, and Batcheler has served since 2023 and is fully subject to this accountability standard.
With a board seat since 2018, Bemowski has full overlap with the company's severe underperformance — the stock is down 22% over three years and down 56% over five years while the PSCI benchmark delivered strong positive returns; both the 3-year and 5-year checks trigger a vote against.
Butler has served since 2012 and is fully accountable for the company's catastrophic underperformance; additionally, as the son-in-law of the Executive Chairman (the company's most senior leader), his independence is compromised, creating a second independent reason for an against vote.
Collar joined in 2024 and has been on the board for more than 24 months, making him subject to the performance trigger; Hyster-Yale's stock has dramatically underperformed the PSCI benchmark over both three and five years, and the five-year record provides no mitigating context.
Corvi has served since 2012 and bears full accountability for the company's sustained underperformance; the three-year and five-year relative returns versus the PSCI benchmark both trigger a vote against with no mitigating factors.
Eliopoulos joined in 2020 and has served through the full period of severe underperformance; both the three-year and five-year checks versus the PSCI benchmark trigger a vote against, with no long-term mitigant available.
Jumper has served since 2012 and is fully accountable for the company's prolonged stock price decline; the three-year and five-year relative performance versus the PSCI benchmark both fail the policy thresholds by a wide margin.
LaBarre has served since 2012 and bears full accountability for the company's multi-year underperformance; both three-year and five-year checks versus the PSCI benchmark trigger a vote against with no mitigating factors.
O'Hara joined in 2024 and has now served more than 24 months, placing her within scope of the performance trigger; the stock's severe underperformance versus the PSCI benchmark over both three and five years leaves no long-term mitigant to soften the vote.
Poor has served since 2017 and has full overlap with the underperformance period; both three-year and five-year performance versus the PSCI benchmark trigger a vote against with no mitigating factors.
Prasad has served as a director since 2023 and as CEO since May 2023, giving him meaningful tenure overlap with the underperformance period; the stock is down 22% over three years against a PSCI gain of nearly 72%, and the five-year record offers no relief — this director-level vote is independent of the Say on Pay evaluation.
Rankin has served as a director since 2012 and as Executive Chairman since 2023, with decades of oversight responsibility for the company's strategy; both the three-year and five-year relative returns versus the PSCI benchmark trigger a vote against, and this is independent of the Say on Pay vote.
Claiborne Rankin has served since 2012 and is the brother of the Executive Chairman, raising an independence concern; combined with the company's severe and sustained underperformance versus the PSCI benchmark over both three and five years, this produces a clear vote against.
Taplin has served since 2012 and bears full accountability for the company's prolonged underperformance; both three-year and five-year relative returns versus the PSCI benchmark trigger a vote against with no mitigating factors.
Williams has served since 2020, is the son-in-law of the Executive Chairman, and has been on the board throughout the period of severe underperformance; both the independence concern from the familial relationship and the failed three-year and five-year PSCI performance checks support a vote against.
For Analysis
All fifteen director nominees receive a vote against. Hyster-Yale's stock has declined 22% over the past three years while the applicable small-cap industrials benchmark (PSCI — Invesco S&P SmallCap Industrials ETF) rose approximately 72%, a gap of nearly 94 percentage points that far exceeds the 30-point policy threshold applicable when absolute three-year returns are negative. The five-year record is even worse (HY down 56%), so no long-term mitigant applies to any director. Three directors — J.C. Butler, Jr., Claiborne R. Rankin, and David B.H. Williams — also have familial relationships with the Executive Chairman (Alfred M. Rankin, Jr.), providing an additional independent basis for a vote against each of them.
Say on Pay
✓ FORCEO
Rajiv K. Prasad
Total Comp
N/A
Prior Support
99%%
The CEO's total reported compensation of approximately $4.4 million for 2025 is within a reasonable range for a CEO at an industrial machinery company with roughly $567 million in market cap, and actual payouts came in well below target (approximately 62% of long-term targets and 64% of short-term targets) reflecting genuinely poor business results — demonstrating that the incentive structure is working as intended and reducing pay when performance falls short. The prior year received 99% shareholder support, the company has a meaningful clawback policy, and variable pay (short-term and long-term incentives) constitutes the large majority of target compensation for the CEO (approximately 79%), satisfying the pay-mix requirement. While the company's stock has significantly underperformed the PSCI benchmark, variable pay was itself reduced substantially in line with that underperformance, which is the correct alignment of pay-for-performance.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$4,900,000
Non-Audit Fees
$100,000
Ernst & Young's non-audit fees (less than $0.1 million, treated as approximately $100,000) represent roughly 2% of audit fees ($4.9 million), well below the 50% threshold that would raise independence concerns; EY is a Big 4 firm appropriate for a company of this size; auditor tenure is not disclosed so no tenure trigger can fire; no material restatements are noted.
Overall Assessment
This ballot presents fifteen director nominees, a Say on Pay vote, an auditor ratification, and a non-employee director equity plan amendment. All fifteen directors receive a vote against due to Hyster-Yale's catastrophic underperformance versus the PSCI (Invesco S&P SmallCap Industrials ETF) benchmark — the stock is down 22% over three years while the benchmark is up 72%, a nearly 94-percentage-point gap with no five-year mitigant — and three directors carry an additional flag for familial ties to the Executive Chairman; the Say on Pay and auditor ratification both pass their respective policy screens.