Purposes
The purposes of the Nominating and Corporate Governance Committee (the
“Committee”) of the Board of Directors (the “Board”) of Hamilton Beach Brands
Holding Company (the “Company”) are to (a) identify individuals qualified to
become members of the Board, consistent with criteria approved by the Board,
(b) recommend to the Board candidates to fill Board positions, (c) develop and
recommend to the Board corporate governance guidelines applicable to the
Company and (d) oversee the evaluation of the Board and its members.
Committee Membership
Qualifications. The Committee will be comprised solely of directors of
the Company. Each Committee member must satisfy the applicable independence
requirements set forth in the rules of the New York Stock Exchange and other
applicable law.
Appointment and Removal. The Board will appoint Committee members and
will appoint a Chair of the Committee from among the Committee members. Each
Committee member and Committee Chair will serve at the pleasure of the Board
for such term as the Board may decide or until such Committee member is no
longer a member of the Board.
Duties and Responsibilities
The duties and responsibilities of the Committee will include the following:
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Recommend New Director Candidates to the Board. The
Committee will assess the appropriate skills and characteristics required of
Board members in the context of the current make-up of the Board and the
needs of the Company, identify individuals qualified to become members of
the Board, and recommend candidates to fill new or vacant Board positions.
In recommending candidates, the Committee will consider such factors as it
deems appropriate, consistent with criteria approved by the Board and the
Company’s Corporate Governance Guidelines. The Committee will also review
the qualifications of, and make recommendations to the Board regarding,
director nominations submitted to the Company, and review and evaluate
nominations by stockholders of candidates to the Board or, to the extent
necessary, the right of any stockholder to make such a nomination.
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Evaluate Incumbent Directors and Make Recommendations Regarding
Nominations to the Board.
The Committee will evaluate and report to the Board whether an incumbent
director should continue to serve as a director and recommend nomination for
re-election to the Board, as appropriate.
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Evaluate Director Independence. The Committee will
conduct an annual evaluation of each Director’s independence according to
the applicable independence requirements set forth in the rules of the New
York Stock Exchange and other applicable law, and will present its
evaluations to the Board to make a determination on each Director’s
independence.
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Review Director Resignations. The Committee will
review any director resignation letter tendered in accordance with the
Company’s corporate governance guidelines and evaluate and recommend to the
Board whether such resignation should be accepted.
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Recommend the Creation or Modification of Committees to the Board.
The Committee will periodically review the roles and responsibilities of the
Board’s committees and evaluate the need for new committees or modifications
to existing committees. The Committee will recommend to the Board the
creation of new committees or modifications to existing committees, as
appropriate.
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Evaluate Committee Structure and Make Recommendations Regarding
Committee Members and Committee Chairs to the Board.
The Committee will review the Board’s committee structure and composition
and make recommendations to the Board regarding candidates for appointment
to the Company’s standing committees and chairs of such committees.
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Review and Make Recommendations Regarding the Size and Leadership
Structure of the Board.
The Committee should periodically review and make recommendations to the
Board regarding the size and leadership structure of the Board.
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Develop and Review Corporate Governance Guidelines.
The Committee will develop and recommend to the Board Corporate Governance
Guidelines applicable to the Company. At least annually, the Committee will
review those guidelines and recommend changes, as appropriate, to the Board.
The Committee will review and discuss with management disclosure of the
Company’s Corporate Governance Guidelines, including information regarding
operations of the Committee and other committees of the Board, Director
independence, and the Director nominations process and proxy voting results.
The Committee also will recommend the appropriate disclosure of the
foregoing topics, that is, in the Company’s proxy statement or annual report
on Form-10K, as applicable.
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Oversee Corporate Responsibility Programs.
The Committee will review, at least annually, reports from management
regarding the Company’s policies and practices with respect to corporate
responsibility matters, including environmental, social and governance
matters.
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Review and Discuss Shareholder Votes on Governance Matters with the
Board.
The Committee will review and discuss with the Board the Company’s
engagement with and responsiveness to shareholder votes on governance
matters.
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Oversee Director Orientation and Education Program.
The Committee will oversee a Company orientation program for new directors.
The Committee will oversee the presentation by management and professional
advisors of timely and periodic education for the Directors on topics that
are relevant to the duties and responsibilities of the Directors. The
Committee should periodically review these programs and update them as
necessary.
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Oversee Evaluations of the Board and Management.
The Committee will oversee the evaluation of the Board and the officers of
the Company, in accordance with the Corporate Governance Guidelines.
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Board Reports.
The Committee will report its activities to the Board in such manner and at
such times as the Committee or the Board deems appropriate, but in no event
less frequently than annually. This report will include the Committee’s
assessment of the Board’s performance and procedures.
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Other Delegated Duties or Responsibilities.
The Committee will discharge any other duties or responsibilities delegated
to the Committee by the Board from time to time.
Meetings
The Committee will meet in person, telephonically or by any other interactive
means as frequently as it deems necessary, but not less than once per year, to
carry out its responsibilities under this Charter. The Committee Chair or a
majority of the Committee members may call a meeting of the Committee at any
time. A majority of the members of the Committee will constitute a quorum at
any meeting, and the act of a majority of the members present at a meeting at
which a quorum is present will be the act of the Committee, unless a greater
number is required by law, the Company’s Certificate of Incorporation or its
bylaws. The Committee may also take any action permitted hereunder by
unanimous written consent. Any Committee member may be excused from a meeting
to permit the remaining members of the Committee to act on any matter in which
such member’s participation is not appropriate, and such member’s absence will
not destroy the quorum for the meeting.
The Committee may request any officer or employee of the Company or the
Company’s outside legal counsel to attend a meeting of the Committee or to
meet with any members of, or consultants to, the Committee.
Delegation
Consistent with applicable laws, rules and regulations, the Committee may, in
its discretion, delegate all or a portion of its duties and responsibilities
to one or more subcommittees of the Committee.
Resources and Authority of the Committee
The Committee will have appropriate resources and authority to discharge its
responsibilities, including, without limitation, appropriate funding in such
amounts as the Committee deems necessary to compensate any consultants and any
independent advisors retained by the Committee. The Committee will have the
sole authority to retain and terminate search firms to assist in the
identification of director candidates and the sole authority to approve the
fees and other retention terms of such search firms. The Committee may also
retain independent counsel and other independent advisors to assist it in
carrying out its responsibilities.
Annual Review
At least annually, the Committee will (a) review this Charter with the Board
and recommend changes to the Board and (b) evaluate its performance against
the requirements of this Charter and report the results of such evaluation to
the Board. The Committee will conduct its review and evaluation in such manner
as it deems appropriate.
Disclosure of Charter
Consistent with the listing standards of the New York Stock Exchange, this
Charter is included on the Company’s website and is available free of charge
upon request in writing sent to the Secretary of the Company. The Company’s
annual report to stockholders shall state that this Charter is available on
the Company’s website and is available free of charge upon request in writing
sent to the Secretary of the Company.
August 2023