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EX-99.1 - GENERAL STEEL HOLDINGS INCv188711_ex99-1.htm
 

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): June 21, 2010


  
General Steel Holdings, Inc.
(Exact name of registrant as specified in its charter)


  
Nevada
 
001-33717
 
41-2079252
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification Number)

Room 2315, Kun Tai International Mansion Building, Yi No 12, Chaoyangmenwai Ave.,
Chaoyang District, Beijing 100020
(Address of principal executive offices)
 
Registrant’s telephone number, including area code:
+ 86 (10) 58797346
 
(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))

 

 

ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The  annual meeting of the shareholders for the fiscal year ended December 31, 2009 (the  “Meeting”) of General Steel Holdings, Inc. (the “Company”) was held on June 21, 2010.  Sufficient shares of capital stock of the Company were present at the Meeting, in person or by proxy, to constitute the quorum required by the Bylaws of the Company for Proposals 1, 2 and 3.  The voting results for each of the three proposals are set forth below.

Proposal 1.       The  nine  nominees to the Board of Directors of the Company were elected based upon the following votes and, except as otherwise required by law, by the Company’s Articles of Organization or by the Company’s Bylaws, hold office until the next annual meeting of shareholders and thereafter until their successors have been elected and qualified or until his earlier resignation or removal:

Director
Nominee
 
Common
Stock Votes
For
   
Series A Preferred Stock
Votes For(1)
   
Votes
Against
   
Abstentions
   
Broker
Non-Votes
 
Zuosheng Yu
  25,628,043     22,223,869     197,045     49,748     23,670,732  
John Chen
  25,587,388     22,223,869     243,829     43,619     23,670,732  
Ross Warner
  25,618,792     22,223,869     210,464     45,580     23,670,732  
Danli Zhang
  25,632,913     22,223,869     194,804     47,119     23,670,732  
Qinghai Du
  25,639,943     22,223,869     190,745     44,148     23,670,732  
Zhongkui Cao
  25,628,912     22,223,869     198,155     47,769     23,670,732  
John Wong
  25,624,973     22,223,869     204,694     45,169     23,670,732  
Chris Wang
  25,571,563     22,223,869     259,225     44,048     23,670,732  
James Hu
  25,636,263     22,223,869     193,725     44,848     23,670,732  

Proposal 2.       The proposal to ratify the appointment of Frazer Frost, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010 was approved based upon the following votes:

Common Stock
Votes For
   
Series A Preferred
Stock Votes For(1)
   
Votes Against
   
Abstentions
   
Broker
Non-Votes
 
40,782,548     22,223,869     885,161     171,832     0  

Proposal 3.       The proposal to approve Amendment No. 1 to the Company’s 2008 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance by 1,000,000 to 2,000,000 shares was approved based upon the following votes:

Common Stock
Votes For
   
Series A Preferred
Stock Votes For(1)
   
Votes Against
   
Abstentions
   
Broker
Non-Votes
 
25,360,957     22,223,869     456,063     57,817     23,670,731  
 

(1) As of the record date, the Company had 51,855,695 shares of common stock, par value $0.001 per share (“Common Stock”) issued and outstanding and 3,092,899 shares of Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock,” and together with the Common Stock, “Voting Stock”)  issued and outstanding.  The 3,092,899 shares Series A Preferred Stock have aggregate voting rights equal to 30% of the Company’s total Voting Stock.  With respect to the Meeting, these voting rights represented the Common Stock equivalent of 22,223,869 votes.

 

 

ITEM 8.01
OTHER EVENTS.

On June 22, 2010, the Company issued a press release announcing the results of the Meeting at which all three of the proposals were approved. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS.
   
(d) Exhibits.

Exhibit No.
 
Document Description
     
99.1
 
Press release of General Steel Holdings, Inc. dated June 22, 2010

 

 

SIGNATURE
 
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 thereunto duly authorized.

General Steel Holdings, Inc.
   
By:
 
/s/ John Chen
Name:
 
John Chen
Title:
 
Chief Financial Officer
 
Dated: June 22, 2010