Current Report Filing (8-k)
26 April 2019 - 11:48PM
Edgar (US Regulatory)
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): April 22, 2019
___________________
INTERNATIONAL
BALER CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
|
0-14443
|
13-2842053
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
5400
Rio Grande Avenue
Jacksonville,
FL
|
32254
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(904)
358-3812
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
☐ 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))
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
5.07. Submission of Matters to a Vote of Security Holders.
The
Company held its Annual Meeting on April 22, 2019. As of the close of business on March 11, 2019, the record date for the Annual
Meeting, there were 5,183,895 shares of Company common stock outstanding and entitled to vote at the Annual Meeting. Each share
of Company common stock was entitled to one vote. Stockholders holding an aggregate of 5,029,337 shares of Company common stock
entitled to vote at the Annual Meeting, representing 97.017% of the outstanding shares of Company common stock as of the record
date, and which constituted a quorum thereof, were present in person or represented by proxy at the Annual Meeting.
At
the Annual Meeting, the Company’s stockholders considered four proposals, each of which is described in more detail in the
Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 21,
2019.
The
final results of such stockholder voting on each proposal brought before the Annual Meeting are set forth below:
Proposal
No. 1
-
Election of Class III Directors
. The three director nominees proposed by the Board were elected to serve
as members of the Board until the next annual meeting of stockholders and until their successors are duly elected and qualified
by the following final voting results:
|
Votes
For
|
Votes
Withheld
|
Broker
Non-Votes
|
Lael
E. Boren
|
4,589,092
|
4,600
|
435,645
|
John
Martorana
|
4,592,192
|
2,500
|
435,645
|
William
E. Nielsen
|
4,590,092
|
3,600
|
435,645
|
|
|
|
|
Proposal
No. 2
-
Ratification of Appointment of Independent Registered Public Accounting Firm.
The ratification of the appointment
of Pivott CPA’S as the Company’s independent registered public accounting firm for the year ending October 31, 2019,
was approved by the following final voting results:
Votes For
|
|
Votes Against
|
|
Votes Abstained
|
|
Broker Non-Votes
|
|
5,026,915
|
|
|
1,630
|
|
792
|
|
|
—
|
|
Proposal
No. 3
-
Advisory Vote on Executive Compensation
. Our executive compensation was approved, on an advisory basis,
by the following final voting results:
Votes For
|
|
Votes Against
|
|
Votes Abstained
|
|
Broker Non-Votes
|
|
4,475,394
|
|
|
|
115,036
|
|
|
|
3,262
|
|
|
|
435,645
|
|
Proposal
No. 4 - Advisory Vote on Frequency of Executive Compensation.
The frequency of three years for future advisory
votes on executive compensation was approved, on an advisory basis, by the following voting results:
One Year
|
|
Two Years
|
|
Three Years
|
|
Votes Abstained
|
|
Broker Non-Votes
|
|
30,192
|
|
|
|
6,300
|
|
|
|
4,553,164
|
|
|
|
4,036
|
|
|
|
435,645
|
|
In
accordance with the results of the advisory vote on Proposal 4 - Advisory Vote on Frequency of Future Advisory Votes on Executive
Compensation, the Company’s Board of Directors has determined that the Company will conduct an advisory vote on say-on-pay
every three years.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
|
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INTERNATIONAL BALER CORPORATION
|
|
|
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Date: April 26, 2019
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By:
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/
s/ William E. Nielsen
|
|
Name:
|
William E. Nielsen
|
|
Title:
|
Chief Financial Officer
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