Directors are elected at each annual meeting to serve for a one-year term until the next annual meeting and/or until their respective successors are duly elected and qualified, subject to their earlier death, resignation or removal. During fiscal year 2021,2022, our Board of Directors consisted of twelve directors.

Our Board of Directors held six meetings in 2021.2022. During their tenure in 2021,2022, all of the directors attended at least 75% of the total meetings held by our Board of Directors and by the committees on which they served.

In accordance with the rules of the New York Stock Exchange ("NYSE"),NYSE, our independent directors are scheduled to meet in executive session, without management, once a year. Additional meetings of the independent directors may be scheduled when the independent directors believe such meetings are desirable. As determined by the Board of Directors, the principal subject matter of each meeting will determine which committee chair will preside at such meeting. Meetings of the independent directors, without management, were held on May 12, 2021February 15, 2022 and February 15, 2022.14, 2023.

The Board believes that it is prudent and in the best interests of stockholders that the CEO and Chairman positions be combined and that such combination has no negative effect on the operation or direction of the Company. Mr. A. Rankin, the Company's long-serving CEO, ishas been the most appropriate person to serve as our Chairman because he possesses in-depth knowledge of the issues, opportunities and challenges facing our business. Because of this knowledge and insight, the Board of Directors believes that Mr. A. Rankin ishas been in the best position to effectively identify strategic opportunities and priorities and to lead discussions regarding the execution of the Company's strategies and achievement of its objectives. In light of the leadership skills and attributes Mr. A. Rankin brings to the Board, the Board believes that the combination of the Chairman and CEO roles has had a positive effect on the operation and direction of the Company. As Chairman, our CEOMr. A. Rankin is able to:

In addition, a separate CEOMr. Rajiv K. Prasad, one of our new director nominees, is responsible for the day-to-day operations of our principal operating subsidiary, Hyster-Yale Group, Inc. ("HYG")., of which he is CEO. This arrangement allows Mr. A. Rankin to focus almost exclusively on the strategic opportunities and priorities of the overall business.

We do not assign a lead independent director. At meetings of the independent directors, the principal subject matter of each meeting determines the committee chair who will preside at such meeting.

The Board believes that strong and effective controls and risk management processes are essential components needed to achieve long-term stockholder value. The Board, directly and through its committees, is responsible for overseeing risks that potentially affect the Company. Each Board committee is responsible for oversight of risk categories related to the committee's specific function, while our full Board exercises ultimate responsibility for overseeing the risk management as a whole. The respective areas of risk oversight exercised by our Board and its committees are as follows:

Our Board has determined that, based primarily on the ownership of Class A Common and Class B Common by the members of the Taplin and Rankin families, we may qualify as a "controlled company," as defined in Section 303A of the listing standards of the NYSE. Under the listing standards of the NYSE, a controlled company is not required to comply with certain corporate governance requirements. Such requirements include having a majority of independent directors and having an audit review committee, nominating and corporate governance and compensation committee composed entirely of independent directors, each with written charters and annual performance evaluations for each committee.

Although Hyster-Yale may qualify as a controlled company, our Board evaluates its governance practices annually and has elected not to make use of any of the exceptions to the NYSE listing standards that are available to controlled companies. Accordingly, the majority of the members of our Board are independent, as described in the NYSE listing standards. Our Audit Review Committee, NCG Committee and Compensation Committee are all composed entirely of independent directors. Each committee has a written charter that describes the purpose and responsibilities of the committee, and each committee conducts an annual evaluation of its performance based on the responsibilities set forth in its charter.

The Board of Directors sets the tone for our Company and it provides a foundation for strong governance practices. Our Board reflects a balance of longer-tenured members with in-depth knowledge of our business, and newer members who bring valuable additional attributes, skills and experience. We believe this combination results in a well-balanced membership that combines a diversity of experience, skill and intellect in order to enablethat enables the Company to pursue its strategic objectives effectively.

Recently,Annually, each committee reviews their respective charter to determine if there are any emerging issues that warrant that charter be amended to ensure that the Company undertook a review of its Audit Review, Compensation and NCG Committees' charters and, after discussion with the Board, the charters were amended. The charters were revised to reflect which Committeeappropriate committee has responsibility for various ESG matters and information technology and cybersecurity. In addition, the Compensation Committee was renamed the Compensation and Human Capital Committee to more accurately reflect the scope of its responsibilities.been assigned oversight.

We operate our business with a long-term view and have established goals and strategic initiatives to help us achieve our long-term business objectives. A broad program designed to ensure a strong focus on corporate responsibility is built into our strategic initiatives and underlies our overall strategic planning process. We believe that incorporating corporate responsibility into our Company strategy will bring the best long-term value to our stockholders. By striving for environmental, social, and economic health throughout our organization, we believe we are serving the long-term best interests of the Company while contributing to solving challenges that effect our customers and the communities in which we do business.

We are committed to accomplishing our business objectives in a manner that complies with our environmental health and safety obligations and requires all Company personnel to be responsible for their assurance, as outlined in the Code of Corporate Conduct. All Company personnel, contractors and suppliers are required to adhere to the following guidelines:

We continue to responsibly manage products and packaging to make further progress with the projects set forth in the 2026 Vision Program. WhileAlthough we have generally made progress, year-over-year progress was limited by COVID-19 labor shortages and supply chain disruptions from 2019 to 2021.2022.

We believe our ownership of Nuvera is a transformational opportunity to be a global leader in a key emerging technology with the potential for zero emissions that can also provide enhanced productivity for heavy-duty motive power applications and for certain forklift truck applications. Our objective for Nuvera is to be the preferred provider of heavy-duty fuel cell engines for zero-emissions mobility customers. Global interest in clean energy, as well as strong interest in Nuvera products by third parties, is increasingly supporting the achievement of this objective.

The Company considers its commitment to people, including its employees, customers and the local community, as a primary focus of corporate responsibility. The Company’s priority on people focuses on sixfive main areas: occupational health and safety, customer health and safety, employment, training and education, diversity and equal opportunity and engagement with local communities.

Strong health and safety performance is essential to the success of the Company. The framework includes the monitoring and measurement of key performance indicators as we strive to ensure the health and safety of employees. We believe injury and illness should be avoided, and require all employees to be effectively trained and responsible for the assurance of safety on a daily basis. Employees are encouraged to initiate safety improvements, participate in safety committees and reinforce safety behaviors at all times. We are striving to reduce the injury and illness rates in our global operations to zero by 2026. Our most recent metrics from 2020 showed an approximately 10% reduction in the injury and illness rates from the 2015 baseline.

ToIn February 2020, we put into place a global task force with leaders from across the Company’s global footprint to better monitor and respond to the escalating health crisis. Since that time, this group has met consistently to focus on and establish appropriate protocols to protect the Company'shealth and well-being of our employees while maintaining essential business functions, we implemented COVID-19 protocols and safety measures. Examples of these protocols include restricting travel, implementing a remote working policy where able, face covering policiesthe various external parties that interact with our Company, as well as monitor the ongoing challenges and asking employees to practice self-health monitoring to further minimize potential exposure and spreaddemands of the virus. As appropriate, we have also adjusted medical benefits to allow for earlier medication refills, waived fees for virtual care services and encouraged employees to consider the COVID-19 vaccine as part of their ongoing personal safety measures. Social distancing practices such as decreasing the number of employees working closely together, adjusting workflows and pathways, installing physical protective barriers, limiting access to communal areas (i.e., break room, cafeteria), and increasing the cleaning, sanitizing, and/or disinfecting of areas within our facilities continues.

The Company manages its compliance with government and industry product safety information. Many new products follow a structured and rigorous six-stage development process, with lift truck production taking place within ISO- and OHSAS-certified manufacturing sites. Each of the Company's manufacturing sites uses rigorous processes and testing to seek to ensure that its products meet or exceed application requirements.

The Company recognizes the sustainability of its culture and its long-term success is strengthened when employees are respected, motivated and engaged. The Company works to match employees with assignments to capitalize on the skills, talents and potential of each employee.

The Company maintains seven core competencies for senior employees: be innovative, be strategic, engage others, demonstrate presence, drive for results, develop and empower and demonstrate business acumen.

The Company encourages employees to pursue professional and personal development through training and educational opportunities such as the Company's "Learning and Development Guide" and its "Hyster-Yale Learning Center." Each employee is provided access to the guide and the digital learning platform offering a wide variety of development

The Company believes in hiring, engaging, developing and promoting people who are fully able to meet the demands of each position, regardless of race, color, religion, gender, sexual orientation, gender identity, national origin, age, veteran status or disability. The Company conducts surveys to monitor its performance in these areas.

The Company sponsors several employee resource groups that support employees, including the HYG Women's Network, the Veteran's Network and the Young Professional Network.

As a major employer within our operating locations, the Company supports its local communities and is committed to helping them remain safe, healthy and resilient. The Company's activities include corporate donations, volunteerism and education.

We have adopted a code of ethics, entitled "Code of Corporate Conduct," applicable to all of our personnel, including the principal executive officer, principal financial officer, principal accounting officer, controller and other persons performing similar functions. Waivers of our Code of Corporate Conduct, if any, for our directors or executive officers may be disclosed on our website, by press release or by filing a Current Report on Form 8-K with the SEC. The Code of Corporate Conduct and the Independence Standards for Directors, as well as each of the charters of the Audit Review, NCG and Compensation Committees, are available free of charge on our website at https://www.hyster-yale.com, under the heading "Corporate Governance." The information contained on or accessible through our website is not incorporated by reference into this Proxy Statement and you should not consider such information to be part of this Proxy Statement.

The Audit Review Committee reviews all relationships and transactions in which we and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest in such transactions. Our legal department is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related-person transactions in order to enable the Audit Review Committee to determine whether we have, or a related person has, a direct or indirect material interest in the transaction. In the course of the review of a potentially material related-person transaction, the Audit Review Committee considers:

Any member of the Audit Review Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote with respect to the approval or ratification of the transaction. However, such director

Our stockholders and other interested parties may communicate with our Board of Directors as a group, with the non-management directors as a group, or with any individual director by sending written communications to: Hyster-Yale Materials Handling, Inc., 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124-4069, Attention: Secretary. Complaints regarding accounting, internal accounting controls or auditing matters will be forwarded directly to the Chairman of the Audit Review Committee. All other communications will be provided to the individual director(s) or group of directors to whom they are addressed. Copies of all communications will be provided to all other directors; provided, however, that any such communications that are considered to be improper for submission to the intended recipients will not be provided to the directors. Examples of communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate, directly or indirectly, to our or our principal operating subsidiary's business or communications that relate to improper or irrelevant topics.

The Audit Review Committee has reviewed and discussed with our management and Ernst & Young LLP, our independent registered public accounting firm, our audited consolidated financial statements contained in our Annual Report to Stockholders for the year ended December 31, 2021.2022. The Audit Review Committee also has reviewed and discussed with management and Ernst & Young LLP the assessment of the Company’s internal control over financial reporting at December 31, 2021.2022.

The Audit Review Committee has also discussed with our independent registered public accounting firm the applicable requirements of the Public Company Accounting Oversight Board (the "PCAOB") and the SEC.

The Audit Review Committee has received and reviewed the written disclosures and the independence letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding Ernst & Young LLP's communications with the Audit Review Committee concerning independence, and has discussed with Ernst & Young LLP its independence.

It is intended that shares represented by proxies in the enclosed form will be voted for the election of the nominees named in the following table to serve as directors for a term until the next annual meeting and until their successors are elected, unless contrary instructions are received. The Board of Directors has fixed the total number of directors to be elected at the Annual Meeting at twelve.thirteen. All of the nominees listed below currently serve as our directors and were elected at our 20212022 annual meeting of stockholders.stockholders, with the exception of Ms. Colleen R. Batcheler and Mr. Rajiv K. Prasad. If, in the judgment of the proxy holders, an unexpected occurrence should make it necessary to substitute another person for any of the nominees, shares represented by proxies will be voted for such other person as the proxy holders may select.

The disclosure below provides information as of the date of this Proxy Statement about each director nominee. The information presented is based upon information each director has given us about his or her age, all positions held, principal occupation and business experience for the past five years, and the names of other publicly held companies for which he/she currently serves as a director or has served as a director during the past five years. We have also presented information regarding each nominee's specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that he/she should serve as a director. We believe that the nomination of each of our director nominees is in the best long-term interests of our stockholders, as each individual possesses the highest personal and professional ethics, integrity and values, and each nominee has the judgment, skill, independence and experience required to serve as a member of our Board of Directors. Each individual has also demonstrated a strong commitment to service to the Company.

J.C. Butler, Jr. is the son-in-law of Alfred M.Mr. A. Rankin Jr. and, as indicated on the Director Compensation Table shown below, in 20212022 Mr. Butler received $225,201$229,730 in total compensation from us as a director.

The retainers were paid quarterly in arrears and the meeting fees were paid following each meeting. Each director was also reimbursed for expenses incurred as a result of attendance at meetings. We also occasionally made a private aircraft available to directors for attendance at meetings of our Board of Directors and subsidiary Board of Directors.

UnderFor the Non-Employee Directors' Plan,reasons described in Note (1) to the table above, each director who was not an officer of the Company or one of our subsidiaries actually received $130,000 ($124,000 prior to July 1, 2021)only $79,957 of the $192,000$135,000 equity portion of the retainer ($184,000 prior to July 1, 2021) in whole shares of Class A Common, referred to as Mandatory Shares. Any fractional shares were paid in cash. The actual number of Mandatory Shares issued to a director is determined by the following formula:

These shares are fully vested on the date of grant, and the director is entitled to all rights of a stockholder, including the right to vote and receive dividends. The shares, however, cannot be assigned, pledged or otherwise transferred by the director other than:

In addition, each director may elect under the Non-Employee Directors' Plan to receive shares of Class A Common in lieu of cash, referred to as Voluntary Shares, for up to 100% of the balance of their retainers and meeting attendance fees. The number of shares issued is determined under the same formula stated above. These Voluntary Shares, however, are not subject to the foregoing transfer restrictions. For the reasons described in Note (1) to the table above, directors were unable to elect to receive any Voluntary Shares for the third and fourth quarters of 2022. See "Approval of the Company's Non-Employee Directors' Equity Compensation Plan (Proposal 3)" for more information.

Each director also received: (i) Company-paid life insurance in the amount of $50,000; (ii) Company-paid accidental death and dismemberment insurance for the director and spouse; (iii) personal excess liability insurance in the amount of $10 million for the director and immediate family members who reside with the director; and (iv) up to $5,000 per year in matching charitable contributions.

Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership of such securities with the SEC and the NYSE. Officers, directors and greater than 10% beneficial owners are required by applicable regulations to furnish us with copies of all Section 16(a) forms they file.

Based upon the review of the copies of Section 16(a) forms received by us, and upon written representations from reporting persons concerning the necessity of filing a Form 5 Annual Statement of Changes in Beneficial Ownership, we believe that, during 2021,2022, all filing requirements applicable for reporting persons were met with the exceptionexceptions of Lynne E. RankinDavid F. Taplin who, due to an administrative error, filed one late report related to two transactions.one gift transaction and Kenneth C. Schilling who filed one late report related to a conversion of shares of Class B Common to shares of Class A Common.

The guiding principle of the compensation program for senior management employees, including Named Executive Officers, is the maintenance of a strong link among an employee's compensation, individual performance and the performance

We seek to achieve the foregoing policies and objectives through a mix of base salaries and incentive plans. Base salaries are set at levels appropriate to allow the incentive plans to serve as significant motivating factors. The Compensation Committee carefully reviews each of these components in relation to our performance. Incentive-based compensation plans are designed to provide significant rewards for achieving or surpassing annual operating and financial performance objectives, as well as to align the compensation interests of the senior management employees, including the Named Executive Officers, with our long-term interests.

Ernst & Young LLP has been selected by the Audit Review Committee as the principal independent registered public accounting firm for the current fiscal year for us and certain of our subsidiaries. The appointment of Ernst & Young LLP as our independent registered public accounting firm is not required to be submitted to a vote of our stockholders for confirmation. However, our Board of Directors believes that obtaining stockholder confirmation is a sound governance practice.

It is expected that representatives of Ernst & Young LLP will attend the Annual Meeting, with the opportunity to make a statement if they so desire, and, if a representative is in attendance, the representative will be available to answer appropriate questions.

If our stockholders fail to vote on an advisory (non-binding) basis in favor of the confirmation of the appointment of Ernst & Young LLP, the Audit Review Committee will take such actions as it deems necessary as a result of such stockholder vote. Even if the appointment of Ernst & Young LLP is confirmed, the Audit Review Committee may select a different

Except as set forth above and approved by the Audit Review Committee pursuant to our pre-approval policies and procedures, no assurance or related services, tax compliance, tax advice or tax planning services were performed by the principal independent registered public accounting firm for us during the last two fiscal years.

Under our pre-approval policies and procedures, only audit, audit-related services and tax services may be performed by our principal independent registered public accounting firm. All audit, audit-related, tax and other accounting services to be performed for us must be pre-approved by our Audit Review Committee. In furtherance of this policy, for 2022,2023, the Audit Review Committee authorized us to engage Ernst & Young LLP for specific audit, audit-related and tax services up to specified fee levels. The Audit Review Committee has delegated to the Chairman of the Audit Review Committee, together with one other Audit Review Committee member, the authority to approve services other than audit, review or attest services, which approvals are reported to the Audit Review Committee at its next meeting. We provide a summary of approvals and commitments at each general meeting of the Audit Review Committee.

The Audit Review Committee has considered whether the providing of the non-audit services to us by Ernst & Young LLP is compatible with maintaining its independence. In addition, as a result of the recommendation of the Audit Review Committee, we have adopted policies limiting the services provided by our independent registered public accounting firm that are not audit or audit-related services.

The Compensation Committee establishes and oversees the administration of the policies, programs and procedures for compensating our NEOs. The members of the Compensation Committee consist solely of independent directors. The Compensation Committee's responsibilities are listed on page 4.

None of our executive officers serves or has served on the compensation committee of any entity that has one or more of its executive officers serving as a member of our Compensation Committee.

Korn Ferry makes recommendations regarding substantially all aspects of compensation for our directors and the NEOs. For 2021,2022, Korn Ferry was engaged in general to make recommendations regarding:

All salary point recommendations are determined through the consistent application of the Korn Ferry salary point methodology, which is a proprietary method that takes into account the know-how, problem-solving and accountability requirements of the position. A representative of Korn Ferry attended one of the Compensation Committee meetings in 20212022 and, during that meeting, consulted with the Compensation Committee in executive session without management present.

Korn Ferry also provided limited non-executive compensation consulting services to the Company in 2021.2022. However, the Compensation Committee has considered and assessed all relevant factors, including, but not limited to, those set forth in Rule 10C-1(b)(4)(i) through (vi) of the Exchange Act, that could give rise to a potential conflict of interest with respect to Korn Ferry. Based on this review, we are not aware of any conflict of interest that has been raised by the work performed by Korn Ferry. The Committee has assessed the independence of Korn Ferry.

The Compensation Committee chose this particular survey as its benchmark for the following reasons:

The guiding principle of our compensation program is the maintenance of a strong link among an employee's compensation, individual performance and the performance of the Company or the subsidiary or business unit for which the employee has responsibility. The primary objectives of our compensation program are to:

The design of our compensation program typically provides employees with the opportunity to earn above-target compensation for outstanding results. Base salaries are set at levels appropriate to allow our incentive plans to serve as significant motivating factors. Because our program provides significantly reduced compensation for results that do not meet or exceed the established performance targets for the year, it encourages NEOs to earn incentive pay greater than 100% of target over time by delivering outstanding managerial performance.

The Compensation Committee views the various components of compensation as related but distinct. For example, the Compensation Committee uses the information provided from the General Industrial survey to determine the salary midpoint. It then generally sets actual base salaries between 80% and 120% of that salary midpoint (up to 130% for Mr. A. Rankin). The Compensation Committee also obtains the total target incentive compensation amounts from Korn Ferry based on the General Industrial survey, but determines the mix of short-term and long-term incentives in its discretion, based on its decision regarding how best to motivate our employees.

For 2021,2022, the Compensation Committee determined the base salary for the NEOs by generally taking into account their individual performance for 20202021 and the relationship of their 20202021 base salary to the new 20212022 salary midpoint for their salary point level. The Compensation Committee also took into account other relevant information, including:

Employees with lower base salaries compared to their salary midpoint and/or superior performance have the potential for larger salary increases. Employees with higher base salaries compared to their salary midpoint and/or who have performed less effectively during the performance period have the potential for smaller increases or even no increase.

The performance criteria and target performance levels for the incentive plansIncentive Plans are established annually by the Compensation Committee and are based upon management's recommendations as to our performance objectives for the year. Two types of performance targets were adopted for use in the Incentive Plans for 2021:2022: