Form 8-K - Current report

0001709164false00017091642024-11-202024-11-20

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):									November 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 November 20, 2024, the Board of Directors (the “Board”) of Hamilton Beach Brands Holding Company (the “Company”) increased the size of the Board from eleven directors to thirteen directors and appointed April L. Lane and Bela S. Mehta to the Board, effective immediately. The Board also appointed Ms. Lane to serve as a member of the Compensation and Human Capital Committee and appointed Ms. Mehta to serve as a member of the Planning Advisory Committee, effective immediately.

As non-employee directors, Ms. Lane and Ms. Mehta will each be entitled to receive compensation in the same manner as the Company’s other non-employee directors, as described in the Company’s definitive proxy statement on Schedule 14A filed on April 4, 2024 with the Securities and Exchange Commission.

There are no arrangements or understandings between Ms. Lane or Ms. Mehta and any other persons pursuant to which they were appointed as members of the Board. There are no related party transactions between the Company and Ms. Lane or Ms. Mehta 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 November 20, 2024, announcing the appointment of Ms. Lane and Ms. Mehta 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 November 20, 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:			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

CONTACT:

Lou Anne J. Nabhan

[e-mail]

For Immediate Release

Wednesday, November 20, 2024

HAMILTON BEACH BRANDS HOLDING COMPANY

ANNOUNCES THE ELECTION OF TWO NEW DIRECTORS

Glen Allen, Virginia – Hamilton Beach Brands Holding Company (NYSE: HBB) (the “Company”) today announced that the Board of Directors has increased the size of the Board from 11 directors to 13 directors and appointed April L. Lane and Bela S. Mehta to the Board, effective immediately.

Alfred M. Rankin, Jr., Chairman of the Board, said, "We are pleased to welcome two new independent directors to the Board. These additions are part of our long-term succession planning. April brings strong e-commerce, consumer products and strategy experience. Bela brings deep financial, operating and strategy expertise.”

Ms. Lane has extensive experience leading large e-commerce businesses. She joined Thrive Market as Chief Merchandising Officer in April 2024. Previously, she was with Hearst Corporation, where she served as Chief eCommerce Officer. Prior to Hearst, she spent 12 years at Amazon in a variety of leadership roles. Prior to Amazon, she held strategy roles at Limited Brands and Nike after beginning her career at Boston Consulting Group, where she specialized in retail. Ms. Lane graduated from Northwestern University with a B.A. in Sociology and Political Science.

Ms. Mehta is an experienced private equity partner who has been Managing Partner at CITG Capital Partners since 2004. She has served as President and Board Chairman of Little Switzerland, Inc. since 2006. She began her career as an analyst with Fidelity Capital. Ms. Mehta graduated from the University of Michigan with a B.B.A. in finance, she received an MBA from the Wharton School at the University of Pennsylvania, and a graduate degree from Harvard Graduate School of Education.

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	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	Nov. 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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