Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Resignation of Chief Executive Officer and Director
On September 23, 2021, Victor Biazis, Chief Executive Officer and President of
International Baler Corporation (the "Company"), informed the Company of his
intention to resign from these positions and to resign as a member of the
Company's Board of Directors (the "Board") effective as of September 24, 2021,
to serve as the CEO and President of Coastal Industrial Products, Inc., his
family-owned business. A copy of Mr. Baizis' resignation letter is attached as
Exhibit 17.1. Mr. Biazis informed the Company that his resignation was not due
to any disagreement on any matters relating to the Company's operations,
policies or practices.
Appointment of Interim Chief Executive Officer
On September 23, 2021, the Board appointed William Nielsen, the Company's Chief
Financial Officer, to serve as the Company's Interim Chief Executive Officer and
President, effective as of September 24, 2021. Mr. Nielsen is expected to serve
until the Company completes a search and appoints a new Chief Executive Officer.
Mr. Nielsen, age 74, has served as the Company's Chief Financial Officer since
1994 and previously as the Company's Chief Executive from May 2001 to July 2007
and from January 2017 to September 2018. Mr. Nielsen will not receive any
increase in salary in connection with his appointment as Interim Chief Executive
Officer and President.
Appointment of New Class I Director
Effective as of September 24, 2021, the Board appointed Gregory King, age 55, to
serve as a Class I Director. At this time, Mr. King has not been appointed to
serve on any Board committees. Mr. King will receive the standard compensation
for non-employee directors, which consists of an annual retainer of $6,000 and
reimbursement for costs to attend meetings. For the fiscal year ended October
31, 2021, Mr. King will receive $1,000, which is his pro-rated director
compensation for this fiscal year.
Mr. King has extensive experience in the recycling industry. Mr. King currently
serves as the Chief Executive Officer and President of Avis Industrial
Corporation ("Avis"), the Company's largest stockholder owning 81% of the
Company's issued and outstanding common stock, and has served in these positions
since October 2020. Prior to that, Mr. King served as the President of The
Harris Waste Management Group, Inc. "Harris"), a wholly owned subsidiary of
Avis, from April 2016 through December 2020. Before joining Harris, Mr. King
held various senior executive positions at WestRock, formerly Rock-Ten Co. from
January 1989 through December 2015.
There are no arrangements or understandings between Mr. King and any other
person pursuant to which he was appointed as a director. Except for Mr. King's
role as an executive officer of Avis and former executive at Harris, there are
no related party transactions between Mr. King and the Company that require
disclosure under Item 404(a) of Regulation S-K . The Company operates
independently from Avis and Harris. The Company had no purchases from Avis or
Harris in the fiscal years ended October 31, 2020 ("fiscal 2020") and 2019
("fiscal 2019"), respectively. The Company had no equipment sales to Avis or
Harris in fiscal 2020. The Company sold two closed door horizontal balers to
Harris for $122,950 in fiscal 2019 and had no equipment sales to Avis in fiscal
2019.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
17.1 Resignation Letter to the Board of Directors of International Baler
Corporation dated September 23, 2021 from Victor Biazis
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
3
© Edgar Online, source Glimpses