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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): May 10, 2023
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))
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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
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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 5.07. Submission of Matters to a Vote of Security Holders.

Hamilton Beach Brands Holding Company (the "Company") held its 2023 Annual Meeting of stockholders on May 10, 2023. Reference is made to the Company's 2023 definitive Proxy Statement filed with the Securities and Exchange Commission on March 30, 2023 for more information regarding the proposals set forth below and the vote required for approval of these matters. The matters voted upon and the final results of the vote were as follows:

Proposal 1 - The stockholders elected each of the following eleven nominees to the Board of Directors until the next annual meeting and until their successors are elected:

DIRECTOR VOTES FOR VOTES WITHHELD BROKER NON-VOTES
Mark R. Belgya 42,448,925 99,731 642,091
J.C. Butler, Jr. 40,181,198 2,367,458 642,091
Paul D. Furlow 40,998,738 1,549,918 642,091
John P. Jumper 40,822,200 1,726,456 642,091
Dennis W. LaBarre 39,951,759 2,596,897 642,091
Michael S. Miller 40,974,432 1,574,224 642,091
Alfred M. Rankin, Jr. 40,698,547 1,850,109 642,091
Thomas T. Rankin 40,957,575 1,591,081 642,091
James A. Ratner 40,814,563 1,734,093 642,091
Gregory H. Trepp 42,487,490 61,166 642,091
Clara R. Williams 41,104,643 1,444,013 642,091

Proposal 2 - The stockholders approved, on an advisory basis, the Company’s Named Executive Officer compensation:
Votes For 40,781,101 
Votes Against 1,325,639 
Abstentions 441,916 
Broker Non-Votes 642,091 

Proposal 3 - The stockholders approved, on an advisory basis, one year as the frequency for future advisory votes to approve the compensation of the Company’s Named Executive Officers:
One Year 41,678,558 
Two Years 31,887 
Three Years 405,215 
Abstentions 432,996 
Broker Non-Votes 642,091 

Based on the Company’s Board of Directors’ recommendation in the Company’s 2023 definitive Proxy Statement and the voting results, the Company has determined that future advisory votes to approve named executive officer compensation will be held every year until the next advisory vote on the frequency of such advisory votes.

Proposal 4 - The stockholders ratified the appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm of the Company for 2023:
Votes For 43,146,209 
Votes Against 6,461 
Abstentions 38,077 
Broker Non-Votes — 



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:
May 12, 2023
HAMILTON BEACH BRANDS HOLDING COMPANY
By:
 /s/ Lawrence K. Workman, Jr.
Name:
 Lawrence K. Workman, Jr.
Title:
 Senior Vice President, General Counsel and Secretary



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