Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The information provided under Item 5.07 herein is incorporated into this Item
5.02 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Annual Meeting Voting Results
The Company held its Annual Meeting on December 2, 2021. As of the close of
business on October 22, 2021, 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 4,884,213 shares of Company common stock
entitled to vote at the Annual Meeting, representing 94.2% 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 the proposals
listed below, 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 October 29, 2021.
The final results of such stockholder voting on each proposal brought before the
Annual Meeting are set forth below:
Proposal No. 1 - Election of I Directors. The director nominee proposed by the
Board was elected to serve as a member 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
Ronald L. McDaniel 4,598,509 19,774 265,930
Proposal No. 2- Ratification of Appointment of Independent Registered Public
Accounting Firm. The ratification of the appointment of Pivot CPAs as the
Company's independent registered public accounting firm for the year ending
October 31, 2021, was approved by the following final voting results:
Votes For Votes Against Votes Abstained Broker Non-Votes
4,883,301 900
12 0
Appointment of New Board Member
At the Board of Director's meeting immediately following the Annual Meeting of
Stockholders on December 2, 2021, the Board of Directors appointed D. Roger
Griffin, to serve as a Class II director, effective immediately. Mr. Griffin is
the Chief Executive Officer and President of the Company and has held that
position since October 11, 2021. Because Mr. Griffin is an employee of the
Company, he will not receive any compensation for serving as a director. There
is no arrangement or understanding between Mr. Griffin and any other person
pursuant to which Mr. Griffin was selected as a director
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Mr. Griffin has extensive experience in the recycling industry. Prior to
rejoining the Company, Mr. Griffin served as the President and Chief Executive
Officer of the Company from February 2008 to January 2017. He served as the Vice
President of Manufacturing for Avis Industrial Corporation ("Avis"), the
Company's largest stockholder (owning 81% of the Company's issued and
outstanding common stock), from January 2017 until his resignation on October 8,
2021. He also served as the President of Pacific Forge, Inc. a forging company
and wholly-owned subsidiary of Avis, from January 2017 until his resignation on
October 8, 2021. Before his original role at the Company, Mr. Griffin served as
Vice President of Operations at Shaefer Interstate Railing and worked in
management at Dana Corporation from January 2007 until February 2008. Mr.
Griffin will continue to serve as a director of each of Pacific Forge, Inc. and
James Steel & Tube Co., positions that he has held since June 2017 and March
2020, respectively.
There are no related party transactions between Mr. Griffin and the Company that
require disclosure under Item 404(a) of Regulation S-K. The Company operates
independently from Avis and its wholly-owned subsidiaries, which include The
Harris Waste Management Group, Inc. ("Harris") and Peninsular Cylinder Co. Inc.
("Peninsular"). The Company purchased $4,996 and $434,804 of cylinders from
Peninsular in fiscal 2019 and fiscal 2020, respectively. The Company sold two
closed door horizontal balers to Harris for $122,950 in fiscal 2019. Except for
the foregoing, there were no purchases or sales between the Company and Avis and
its subsidiaries during the Company's last two fiscal years.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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