Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 _______________________________________________________________________________________________________________________________________________________________________________________________________

FORM 8-K

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)
Delaware						001-38214			31-1236686
(State or other jurisdiction of incorporation)						(Commission File Number)			(IRS Employer Identification No.)
4421 WATERFRONT DR			GLEN ALLEN			VA			23060
(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 class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, Par Value $0.01 Per Share

HBB

New 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.

☐

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

On September 20, 2024, Gregory H. Trepp, the Chief Executive Officer and a member of the Board of Directors (the “Board”) of Hamilton Beach Brands Holding Company (the “Company”), informed the Company of his intention to retire on December 31, 2024, indicating that he has decided to resign as Chief Executive Officer of the Company and as a member of the Board, effective September 30, 2024, in order to facilitate a smooth transition. In connection with this resignation, Mr. Trepp intends to remain an employee of the Company to support and advise his successor through and until December 31, 2024, on which date he intends to retire. There were no known disagreements between Mr. Trepp and the Company which led to his resignation from the Board.

On September 20, 2024, the Board appointed R. Scott Tidey as Chief Executive Officer of the Company effective as of October 1, 2024 (the “Effective Date”). The Board also appointed Mr. Tidey to serve as a member of the Board, as of the Effective Date, until his successor is elected and qualified.

Mr. Tidey, age 60, has served as the President of the Company since February 2024 and will continue to serve as President after the Effective Date. Mr. Tidey previously served as Senior Vice President, Global Sales of the Company’s wholly owned subsidiary Hamilton Beach Brands, Inc. (“HBB”), from January 2023 to February 2024, Senior Vice President, Consumer Sales & Marketing of HBB from March 2021 to January 2023, and as Senior Vice President, North America Sales and Marketing of HBB from prior to 2019 to March 2021.

The Compensation and Human Capital Committee of the Board will determine any changes to Mr. Tidey’s compensation in connection with his appointment as Chief Executive Officer of the Company at a later date.

There are no arrangements or understandings between Mr. Tidey and any other persons pursuant to which he was appointed Chief Executive Officer or as a member of the Board. There are no family relationships between Mr. Tidey and any director or executive officer of the Company, and there are no related party transactions between the Company and Mr. Tidey that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Item 7.01. Regulation FD Disclosure

A copy of the Company’s press release, dated September 24, 2024, announcing Mr. Trepp’s retirement and the appointment of Mr. Tidey as Chief Executive Officer of the Company is attached hereto as Exhibit 99 and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Exhibit Description
99						Hamilton Beach Brands Holding Company News Release, dated September 24, 2024
104						Cover Page Interactive Data File (formatted as Inline XBRL)

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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 hereunto duly authorized.

Date:			September 24, 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

CONTACT:

Lou Anne J. Nabhan

[e-mail]

For Immediate Release

Tuesday, September 24, 2024

HAMILTON BEACH BRANDS HOLDING COMPANY

ANNOUNCES THE RETIREMENT OF CEO GREGORY H. TREPP AND

THE APPOINTMENT OF R. SCOTT TIDEY, PRESIDENT, TO THE ADDITIONAL ROLE OF CEO

Glen Allen, Virginia – The Hamilton Beach Brands Holding Company (NYSE: HBB) (the “Company) Board of Directors announced today that Gregory H. Trepp, Chief Executive Officer (CEO), will retire from the Company on December 31, 2024. In order to facilitate a long-standing succession plan, Mr. Trepp will step down from his current position and from the Board of Directors, effective September 30, 2024. R. Scott Tidey, currently President of the Company, will succeed Mr. Trepp and become President and CEO and a member of the Board of Directors, effective October 1, 2024. Mr. Trepp will serve in the role of Advisor to the CEO until his retirement in support of a smooth transition.

Alfred M. Rankin, Jr., Chairman of the Board, said, “Today’s announcement represents the culmination of a long-standing management succession plan. Scott has a proven record of executive leadership and successful execution against strategic priorities, developed over his 31 years with the Company. Scott’s in-depth knowledge of our business, strategy, and people makes him the clear choice to succeed Greg. On behalf of the Board, I thank Greg for his leadership over 28 years with the Company, especially as President and CEO. Greg has built an outstanding global team that includes experienced management, talented employees, and a Good Thinking culture focused on innovation. Scott and the team are well positioned to build upon the Company’s many successes. These include sales and market share growth of the core Hamilton Beach and Proctor Silex brands, an increasing share of the premium market, a growing presence in the global commercial market, progress in the ecommerce channel, and the creation of a growing global home healthcare solutions business,” said Mr. Rankin.

Mr. Trepp said, “Serving as CEO of our Company has been an honor and a privilege. I have the utmost confidence in Scott, our senior management team, our remarkable employees and their ability to build upon what we have achieved thus far. I congratulate Scott on his well-deserved promotion and wish everyone all the best. I look forward to spending more time with my family and pursuing various interests.”

Mr. Tidey said, “I am incredibly honored to be selected as the next CEO of our Company. I look forward to working with our highly capable people to continue our progress with our strategic initiatives to increase revenue, expand margins and deliver strong cash flow over time. Our Company remains committed to creating value for shareholders in the years ahead. I thank Greg and the Board for their trust, confidence and support.”

Mr. Tidey was appointed President of the Company in February 2024. Prior to that, he had served in successive executive level positions with Hamilton Beach Brands. Since January 2023, he had served as Senior Vice President, Global Sales. Before that, he served as Senior Vice President, Consumer Sales & Marketing from March 2021 to January 2023, and as Senior Vice President, North America Sales and Marketing from 2010 to March 2021. Prior to joining the Company in 1993, Mr. Tidey worked for A.H. Robins. He received a Bachelor of Science in Business Management from the Virginia Polytechnic Institute and State University.

Mr. Trepp continued as CEO and a member of the Board of Directors of the Company following the appointment of Mr. Tidey as President in February 2024. Previously, he served as President and CEO of the Company and a member of the Board of Directors since 2017, and as President and CEO of Hamilton Beach Brands since 2010. Mr. Trepp joined Hamilton Beach Brands in 1996 as Director of Marketing and rose through successive leadership positions.

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About Hamilton Beach Brands Holding Company

Hamilton Beach Brands Holding Company is a leading designer, marketer, and distributor of a wide range of branded small electric household and specialty housewares appliances, as well as commercial products for restaurants, fast food chains, bars, and hotels. The Company’s owned consumer brands include Hamilton Beach®, Proctor Silex®, Hamilton Beach Professional®, Weston®, and TrueAir®. The Company’s owned commercial brands include Hamilton Beach Commercial® and Proctor Silex Commercial®. Hamilton Beach Brands licenses the brands for Wolf Gourmet® countertop appliances, CHI® premium garment care products, CloroxTM True HEPA air purifiers, and Brita HubTM countertop electric water filtration appliances. Hamilton Beach Brands has exclusive multiyear agreements to design, sell, market, and distribute Bartesian® premium cocktail delivery machines, and specialty appliances to create Numilk® non-dairy fresh milk on demand. The Company’s Hamilton Beach Health® subsidiary is focused on expanding the Company’s participation in the home medical market. In February 2024, Hamilton Beach Health acquired HealthBeacon PLC, a medical technology firm that specializes in developing connected devices. For more information about Hamilton Beach Brands Holding Company, visit www.hamiltonbeachbrands.com.

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Cover Page Cover Page	Sep. 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
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
Soliciting Material	false
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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