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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 _______________________________________________________________________________________________________________________________________________________________________________________________________
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):September 20, 2024
HAMILTON BEACH BRANDS HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Delaware001-3821431-1236686
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
4421 WATERFRONT DRGLEN ALLENVA23060
(Address of principal executive offices)(Zip code)
(804)273-9777
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, Par Value $0.01 Per ShareHBBNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  
☐


Explanatory Note

As previously disclosed by Hamilton Beach Brands Holding Company (the “Company”) in its Current Report on Form 8-K filed on September 24, 2024 (the “Original Form 8-K”), the Board of Directors of the Company (the “Board”) appointed R. Scott Tidey as Chief Executive Officer of the Company. The sole purpose of this amendment is to include additional disclosure regarding the compensation of Mr. Tidey that has been determined subsequent to the time of the Original Form 8-K.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 18, 2024, the Compensation and Human Capital Committee of the Board approved the following adjustments to Mr. Tidey’s compensation in connection with his service as Chief Executive Officer of the Company, retroactive to October 1, 2024:

•a base salary increase from the current annual rate of $625,480 to an annual rate of $775,000 per year, subject to applicable withholdings and payroll deductions;
•an increase in target short-term incentive compensation under the Company’s annual incentive compensation plan from a 2024 target award of $475,300 to a 2024 target award of $794,790 (which award, in general, can be earned from 0% to 150% of target); and
•an increase in target long-term incentive compensation under the Company’s long-term incentive compensation plan from a 2024 target award of $897,978 to a 2024 target award of $1,624,904 (which award, in general, can be earned from 0% to 150% of target and which target award amounts reflect a 15% increase to account for the immediately taxable nature of awards under the long-term incentive compensation plan).

The incentive amounts under the Company’s annual incentive compensation plan and long-term compensation plan will be determined on a pro-rated basis based on all applicable target award levels for 2024, including in connection with Mr. Tidey's appointment as President of the Company and subsequent appointment as Chief Executive Officer of the Company.



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 hereunto duly authorized.


Date:
November 20, 2024
HAMILTON BEACH BRANDS HOLDING COMPANY
By:
/s/ Lawrence K. Workman, Jr.
Name:
Lawrence K. Workman, Jr.
Title:
Senior Vice President, General Counsel and Secretary



v3.24.3
Cover Page Cover Page
Nov. 20, 2024
Cover [Abstract]  
Entity Central Index Key 0001709164
Entity Emerging Growth Company false
Title of 12(b) Security Class A Common Stock, Par Value $0.01 Per Share
Written Communications false
Document Period End Date Sep. 20, 2024
Entity Registrant Name HAMILTON BEACH BRANDS HOLDING COMPANY
Document Type 8-K/A
Entity Incorporation, State or Country Code DE
Entity File Number 001-38214
Entity Tax Identification Number 31-1236686
Entity Address, Address Line One 4421 WATERFRONT DR
Entity Address, City or Town GLEN ALLEN
Entity Address, State or Province VA
Entity Address, Postal Zip Code 23060
City Area Code (804)
Local Phone Number 273-9777
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Trading Symbol HBB
Security Exchange Name NYSE
Amendment Flag false
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