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    17 views8 pages

    BONL Proxy - Statement - 2018 - Bonal - Intl PDF

    Uploaded by

    kdwcapital

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    © All Rights Reserved
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    of 8
    BONAL INTERNATIONAL, INC. (A Delaware Corporation) 1300 North Campbell Road Royal Onk, MI 48067 PROXY STATEMENT. PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ‘August 9, 2018 AT 10:00 A.M. AT THE CORPORATE HEADQUARTERS, 1500 NORTH CAMPBELL ROAD, ROYAL OAK, MI 48067 SOLICITATION OF PROX TES. ‘The enclosed Proxy is solicited by the Board of Directors (he “Board” of Bona Intamatonsl Ine. (the Company") Delsare corporation, on bebalf ofthe Company, forthe purpascs se forth in the sccompanying Notice of Annual Mesting of Siekbolder. The solicitation is being made by mail ad the ‘Company may also use its oficers and regular employees to solicit proses from stockholders sither in eran orby telephone, facsimile or letter without aditional compensation, The Company will pay the entre cost of soliton, The Class A Common Stock ofthe Company (“Common Stock") is the only eutstanding class of| voting securities. Each stockholder of record atthe close of business on Jane 29, 2018 (the “Record Dat") is ented to vote atthe Annual Meeting. As ofthe close of business on the Revord Date, the Company had 1,787,922 shares of Common Stock oustanding. Each shire of Common Stock is eited to one vote on eich ofthe mates to come tle the Anal Meeting an snot eile oy uulatve ‘voting rights. A majority ofthe oustanding shares of Commoa Stock will constitute quorum fr the ‘Annual Meeting. To determine whethor a quorum i present, the designated prony will inlide shares that ae present o represented by Proxy, inching absteaons ad shares veprosened by broker nom-WOles 08 ny mate, Proxiss otunod to the Company and propery executed will be voted in accordance with stockholders instretons. Stockholders are urgod to spciy their eoiees by spproprately marking the ‘enclosed Proxy. Any Proxy which not revoked and which does not otherwise indicate a preference Will be vote in favor of the nominees for director. The enclosed Proxy enables stockolders 19 withhold thoi votes for any siectr apd to abstain From voting om any matter other than the election of irvctos. The Proxy also gives the dasignated proxy dseresonary authority to vote the sizes represented ‘hereby on any matter which was not known a oF the date of this Proxy Satement and i properly presented foraction atthe Amul Meeting. ‘The execution ofa Proxy wil in no way afetm stockholder’ right to atend the Annual Meeting and vow in person. Any stockholder ha the right to revoke his or hor Proxy at anytime prior tothe ‘Annual Meeting by giving notice to the Company's Secretary atthe principal executive office oF the Company oratthe Annual Meesing ‘The mulling adress of the Company's comport office is 1500 Nonh Campbell Road, Royal (Oak, Mi 48067 and the telephone number i (248) 582-0900, The appronimate mailing dat of this Proxy Statement andthe enlosed Prony to stockoldersf July 1, 2018, PRINCIPAL STOCKHOLDERS [As ofthe Revond Dat, the Company’ had 1,747,922 shares of Common Stock outstanding, The {allowing tble sels forth es ofthat dste the Common Stock beneiially ownes: (i) by each current director and nominee for cleston 8 director, (i) by al eure executive officers and directors ofthe ‘Company as group. and (i) by each person known by the Company to Beneficially ov 5% or more of the oustanding shares ofthe Common Stock ofthe Company. [Number of Shares Perventage of Name and Address ‘Comungn Stock —_Clas. "Thomas F-Hebel (1.2) 726,356 T30% Paul ¥. Feb, 2) 26356 150% ety Jean Hebel 50 7 “George W. Hanson FTG Bae 136 Ton A HebeT 2) 50 aold V- Hebel (3) 1000 ‘All Offers & Direior asa Group | 602,058 HO ‘Mariya 5, Hebal i TG 1.0% "A George Hebel it Trost & Marlyn. Hebel Trt (1) Director of he Company! (2) Officer othe Company ‘The kr foreach rst and officer is 1300 Nowth Camphell Rou, Reyal Ouk Michigan $8067 "Beneficial ownership" is defined forthe purpases ofthis table as having or sharing, iretly or individually, voting power, which includes the power to vote or 0 dict the voting, andor favesment power, which ineludes the power to dispose orto direct the disposition, of the shares ‘of Common Stock indicated. Unless eterwize indicate, the beneficial owner hassle investment Sand voting power 1, ELECTION OF DIRECTORS. “The following infonmition i furnished with respect tech director nominee of the Company, Unless specially insted to the contrary, sll Proxies wil be voted for the election of Thoms F Hebel, Pal Y- Hebel, Harold ¥, Hebel, John A. Hebel, George W, Harrison I, and Bety Jean Hebel as rcctors of the Company, The nominess ae all arent members ofthe Company's Board of Directors Al ofthe nominees have agrovd to serve if elected an inthe even hat any of the moines are ‘unable to serve forgo! cause or will ot Serve as rete of the Company and such facts hnowa bythe {Company at the Annas Meeting ll roses ray be voted at the Annual Meeting for anyother person ‘ly nominated forthe position created by that inability or unwillingness to serve “The names and ages of the persons nominated for elston as decors, thelr positions with the ‘Company and the yearn which each fist became a creo is et forth Below: Name as _Posiion Your “Thomas E.Hebel (67 | Chain: Presiden, CEO 1990 Paul ¥. Hebel (67 __| Wie President 1950 Haruld ¥. Hebel 43 | Treasurer, CFO 2014 Joh A. Habel 46 [Secret 3013 ‘George W. Huson I 74 014 Batt lea Hebel 3 ios Business Experience of Directors and Executive Officers ‘The flowing sets forth information rearing the past business experience ofthe oMicers and izcors ofthe Company ‘Thomas F; Hebel has served us President and CEO ofthe Company ad of Bona Technologies, In. (BT), a wholly owned subsidiary of HonalIterational, Inc, since Febraay 2014, Before then Me Hebel served as Interim President from April 1, 2010 to January 2013. Me. Hebel was fst laced Dinecior of the Contpany in 1990 and Director of BT in 184, From 1990 until his appointment a= Interim President, Mi Hebe! served the Company a8 Vice President, He also served as Viee President of BIT fiom 1984.” Mr. Hebel joined Bona! Corporation in 1974 as manager of eagineering, assuming responsibilities in engineering, applications and custom designing equipment, He ntodused seven ew Meta-Lax systems to the industrial market, wrote seven instruction manuel and conducted over 225, teaching, ining. and sales seminars across the Lted States, Canad, ang Europe, He i a member of the Noth American Die Casting Association and the American Welding Soxiety. hr Hebel roceived Bachelor of Science Depre in mechanical engineering, Machine Desig from Michigan State Univesity in 1978, Since 2010, Mr Hebel bs served on the board of directors fr a aon-proft company, Mission (Clines iterations hat is construing a small meal lini an church na ral area of Panama, Paul Y. Hebel was fist elosted as a Distr of the Company in 1990,_Mr, Hebel served as Scereary ofthe Company from 1090102001 und as Assistant Secretar following 2001- He has held he same positions for BTI since T984, Mr. Hebel is not an employee of BTI. He has bon th President of onal Corporation,» planer mill machining service center located in Detot, Mihigan since 1992 and before that was iis Vice President. Bonal Corporation was where the Mets-Lax technology was Aiscovered. Mr. Habel became sole owner of Banal Cozporaion in 1995 when he bods otis partes Mr. Hebel complote course wor in business administration at Lawrence Insitute of Technology, School ‘of lndustrial Managemeat in 1971, Harold Y. Hebel has boen othe Board of Directors ofthe Company since February 2014 and on BT's Board of Dreces since December 2013. In February 2014 Mr Hebel was appointed Tresurer and CFO. Mr. Hebel his a 20-year background in accounting and auditing. which Was spent predominantly at a large international public accountng frm. I tat eapacty Mir. Hebel was an Audit Director specializing in public companies, Mr. Hebel also served as frequent insnuctor for various sccountng and auditing Sominar classes. In 2014, Mr. Hebel stated his own consulting company, Hebel CConsuhing, LLC. Mr Hebe! graduated fom The University of Michigan ~ Dearbor witha Bucelor of ‘Business Adminstration degree in accounting. ME. Hebel qualifies as 4"Fnancil Expert” puso the rules promulgated under SEC Act of 1934, a amended, John A. Hebe hs been a Dtetor ofthe Company’ since December 2013 and its Seerary since 2014, Mir Hebe! has also been a director and Secretary of BT] over dhe same periods. Mr. Hebe held ‘erous postions at BT between 1990 and 2004 incloding Production Manager, Manufactaring Manage, tani Head of Research an Development. Me. Hebel was responsible for working with consultants onthe fovware end hardware forthe Modst 2700, computerized Meta-Lax equipment ‘which became the Company's estselline computerized model, Mr, Hebel designed and built the prototype equipment for the Pulse Pade Are Welding and Black Magic prodet lines. In 2004, Mr. Hebel lft BT 1 join & Inajor_ automotive OEM. He has served that_company in various leadership positions within ‘Manufactring, Industrial Engineering, Lean Manufacturing. and Purchasing and Supplier Quality. Mt. Hebel eradsied Magna Cum Laude tom Central Michigan University im 2000, with a Bachelor of ‘Appliel Ars dearee Me Hebel has Master degrees in Engineering Management and Business ‘Adnnistation in Sopply Chain Management from Kettering Universi: ‘George W. Harrison II hss been on the Board of Directors singe February 2014. Mr Harison is private investor and former senior parter in w secures law fim. He has a background in venture pill sd has founded w namber of private companies and has served as Chairman of several publicly trav companies (inching NASDAQ traded ise). In 1997, be founded Bridgestone Capital Group, LLL, a merger and aoguiston fm that specialized in the ewestion and representation of pubic companies. Mf. Harrison ts curently the Chaleman and CEO of STL Group, In. a full FDA approved ‘nodical manufacturer of silicone and slid ePTFE iplais, patented sural equipment ad surgical devices. Mie Harrison hoki @ BS, degree in business administration with honors ftom Davenport, University. a Juris Doctorate degree in Law frm Michigan State Univesity and also attended Wayne ‘Stet University School of Law in a graduate program eaming eet toward a LLM (master’s doses in taxation) sty Jean Hebel, PD. fs been a Diecor of Bonal Intemational since 1993, und served a8 Secretary fom 200110 2014, ‘She has alsa Deon & Director of BT since 1993 and served sis Seeretary ‘ver the same periods Dr, Hebel as held various sales management and sales training pesitions with Bi, Newerk Electonics, and other organizations. Sinee (994 Dr. Habel hasbeen afl time Professor at ‘Madone University teaching marketing and management courses in thei gauste and undergraduate business programs, and as Academic Depermont Char ffom 1995 to 2015. ‘She teaches in Livoni, ‘ichigan snd in Harbin, Helongiang, China. Dr. Hebel has been a member of the Board of Directors of [Delt Ma Delia Interntional Business Honor Society ince 2011 and has served as the Secretary since 2018. She has nso been « Dissctr ofthe BPOE Elks building corporation, (Farmington. Michigan) since 3012 and serves as Mir President and has chaired their Aut Commitee. Dr. Hebel earned» Ph D. in jnstuetonal technology and business administaion from Wayne State Univesity in 1984, She isa rember ofthe American Welding Socity andthe Society of Manufacturing Engines Each director ofthe Company bods tha postion uni the next anual stockholder’ meeting an officers hold their respective portions unl teirsocessors are appointed or they resign or ae removes by the Board. Excopt fr the disctoships with BT and Booal Corporation, Mr. Thomas E, Hebel's ‘revtrship with Mission Clinics Intemational (nonprofit eat), Mr. George W. Harrison IT's “Grestorship with STL Group, and Dr. Bey Jean Hebels dretrships with Delts Mu Delis and BPO ks building corporation (bath of which ae no prof ents) no oher director ofthe Compny bods Ss diecorship with any ether ety. Various membs ofthe board of directors re related. ‘Thomas, Paul, and Betty Jean Hebe ae siblings. Harold Hebel ste som of Pal Hebel an nophev of Thomas und Betty Jean, John Hebel isthe nephew of Thorns, Pal, and Bety Jean and son of the former president and chaimnan, the late A. (Gaorge Hebel TH. There are no trangenents or understandings pusuant to which any of them were fected a offcers or dirctors. To the Board's knowledge, there are no legal proceedings pending or tueatened!agsnst any of the officers, ectors, or aiats ofthe Company. ‘Committees ofthe Board of Directors ‘The Board of Direstors curently has tree standing commitees, an Exoeutve Commits, an Audit Committee and a Compensation Commitee. The spoils of « Nonsnating Committee ae ‘handed by the Boer. The Company's ceteate of incorpratan and bylaws do ot permit stockholders {o nominate candidates fr election tthe board of directors. Comnitees Name Position Exgcuive Audit Compensation Nominating ‘Thomas E Hebel Chainnan, President, CEO] XTX Tx Paul Y. Habel Vice President x [x Harold. Hebel ‘Treasurer, CFO, x xx John A. Hebel Secretary x ‘George W. Haris x x en aeX Batty ean Hebel x ‘The Executive Committee is to make major decisions, if necessary, between full Board of Director Metings. There have boen no meetings ofthe Executive Committe in the past hoe year. ‘The Autit Comte sto meet with the Company's auditors to review and analyze the autos ‘ait ndings and ax preparation work. There was one meeting ofthe Audit Committee inthe past yest (Mr. Haro Habel qualifies as a “Finanial Expert” poruant to the rles promulgated under Seouriis Exchange Act of 1954, as amended, ‘The Compensation Commitee is to review and analyze the proposed compensation of the Company's principal exccutive officers. The Compensation Commitee meets with the Company's sitomeys to" discuss any proposed employment agreements and compensation arangements. The (Compenstion Committe met ence lst year ‘The Company's Auit Commitee and Compensation Commitee dont have decision making suri and therefore, do not have a writen charter Rather, het findings and proposals aze rousht before the entire Board of Directors for discussion, debate and final docision. ‘Board of Director Mectings and Compensation “The Board of Directors ypcally meets 11 Smes each year 1ypicallyon the third Monday ofthe ‘month. Meetings are usally not held in August (beeuse ofthe Annual Meeting). Each director receives $500 for attendance a each Board of Director meeting. All diccor attended at lest 0% of scheduled boar meetings in tho past year ‘Stockholder Communications with the Board of Directors Any stockholder wishing to communicate wih the Board of Directors may do 9 by contctng the Company's Serstary, John Hebel, either in writing or via phone, atthe Company's headquarter 1300 North Campbell Road, Royal Oak, Michigan 48067, (248) 382-0000, “Management Compensation ‘The table below sets orth al compensation cama in the years ended March 3, 2018, 2017, nad 2016 by the Company and BT to each of its principal exccutve officer, prinsipal financial office, and any addtional exeeutve officers or directors whose earned compensation excoeded $100,000 a o all current directors as @ group. Me. Thomas Hebel's compensition consists of slay, bonuses and auto allowance. Mr. Gregory J: Merrt's commpetsation consis of salary, commissions, bonuses ad aut allowance, Capacity in which Compention Total Compensation N Was Received Fy 2018 FY 207 FY 2016 ‘Current Direciors andor Otficers Who Drew an Tacome from Company andr BT Thomas E HebeT Preside, CEO of Banal Technologies | SISSO4T | S1O4.ABH | S121 725 Greaney Me Vice President of Boal Technologies | S100926 | NIA | STORTt tty Fan Heh ‘Sales a Bonal Technologies (pat ine) | SOTO] S035 | 95.559 ial V. Weber ‘CFO af Bonal Taternatonal, Comaent | §2950) $2,550) $5,500 DIRECTORS: “Thomas E. Hebel Diresog, Chan, CEO ‘36500 $6000 — $9,200 Harold V. abel Director, Treasurer, CFO ‘000 | $6,300) $1020 Toh A. Hibel Director, Setary 7000) $6,500) $10,200 aa ¥- eb Direcor 37.000 | $6,500] _$103200, ese Fea Hebel Dirscior $7000 | $5,500 | 310,200 ‘George W. Harison lt | Diestor ‘$7,000 | $5500") $10,200 ‘All Curent Dision ws a Group SIBADE | $148.359] $192,285 All outstanding stock options issuad by the Company expired on ne 25,2008. No stock options vere granted by he Company in fiscal yeas 2009 1 2018, or dig the Yor ended March 31,2018 and ‘no options have been granted ty the Cernpay 1 date in sal year 2018, Therefore, as ofthe date af his Prox Statement there are no options oxstanding All directors and officers are reimbursed for out-of-pocket expenses incurred i connestion with the Company's business, which are no included inthe table above Related Party Transactions (Mr. Harold Hebel provides cenain consti and aecour and charges his standard hourly at fer all such services. 1 rele services tothe Company BT pays all of the Company's expenses ‘Othor than as set forth above, thew are no material related party transactions benween the Company, BT and any ofits executive officers or drei RECOMMENDATIONS OF THE BOARD OF DIRECTORS ‘The Board of Directors ofthe Company’ recommends a vote "FOR" the election of Thomas E Hobe, Paul Y. Hebel, Harold Y. Hebel, John 8. Hebel, George W. Harison Il, and Betty Jean Hebel as

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