Item 5. Other Information
Item 5 Other Information
On May 3, 2024, Thomas A. Maxwell , Senior Vice President - Finance and Treasurer , terminated a written plan for the sale of the Company's Class A Common Stock that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “Rule 10b5-1 Trading Plan”). Mr. Maxwell’s Rule 10b5-1 Trading Plan provided for the sale of up to 3,534 shares of the Company's Class A Common Stock during the period that began December 7, 2023 following a mandatory cooling-off period (i.e., commencement of trading under the arrangement must begin the later of 90 days following adoption of the arrangement or two days following the Company’s periodic report on Form 10-Q or Form 10-K for the fiscal quarter in which the trading arrangement was adopted) and ended May 3, 2024 . On June 14, 2024, Mr. Maxwell adopted a new Rule 10b5-1 Trading Plan, which provides for the sale of up to 2,500 shares of the Company's Class A Common Stock during the period beginning September 12, 2024 (i.e., commencement of trading under the arrangement must begin the later of 90 days following adoption of the arrangement or two days following the Company’s periodic report on Form 10-Q or Form 10-K for the fiscal quarter in which the trading arrangement was adopted) and ending March 2, 2025.
During the second quarter of 2024, except as described above, none of our other directors or executive officers adopted or terminated a Rule 10b5-1 Trading Plan, or a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).
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Item 6 Exhibits
Exhibit
Number* Description of Exhibits
3.1(i) Restated Certificate of Incorporation of the Company is incorporated herein by reference to Exhibit 3(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992, Commission File Number 1-9172.
3.1(ii)** Certificate of Amendment of the Restated Certificate of Incorporation of the Company, dated July 23, 2024.
31(i)(1) Certification of J.C. Butler, Jr. pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act
31(i)(2) Certification of Elizabeth I. Loveman pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act
32 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by J.C. Butler, Jr. and Elizabeth I. Loveman
95 Mine Safety Disclosure Exhibit
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Numbered in accordance with Item 601 of Regulation S-K.
** Filed herewith.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NACCO Industries, Inc.
(Registrant)
Date: July 31, 2024 /s/ Elizabeth I. Loveman
Elizabeth I. Loveman
Senior Vice President and Controller
(principal financial and accounting officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.