hbb-20240920

_______________________________________________________________________________________________________________________________________________________________________________________________________


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))

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.

☐

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.

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.


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)

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


CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934