Attached files
| file | filename |
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| EX-10.1 - China Architectural Engineering, Inc. | v205173_ex10-1.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): December
7, 2010
CHINA
ARCHITECTURAL ENGINEERING, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
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001-33709
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51-05021250
|
|
(State
or other jurisdiction
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(Commission
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(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
Research
Building, No.801 Wuzhong Road,
Changzhou
Science and Education Industrial Park
Wujin
District,
Changzhou,
Jiangsu, People’s Republic of China
|
213164
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
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Registrant’s
telephone number, including area code:
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+86-519-86339908
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N/A
(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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
(e) Approval
of Amendment to 2009 Omnibus Equity Incentive Plan
On
December 7, 2010, local time in Shanghai, PRC, the stockholders of China
Architectural Engineering, Inc., (the “Company”) approved an
amendment to the Company’s 2009 Omnibus Equity Incentive Plan (the “Amended Plan”) at the
2010 Annual Meeting of Stockholders (the “Annual Meeting”) to
increase the maximum number of shares of the Company’s common stock that may be
issued under the Amended from 2,000,000 to 4,000,000 shares. The
Amended Plan became effective on December 7, 2010 upon approval by the Company’s
stockholders at the Annual Meeting.
The
description of the Amended Plan contained herein is qualified in its entirety by
reference to the full text of the Amended Plan, a copy of which is filed as
Exhibit 10.1 to this Form 8-K and is incorporated herein by reference in its
entirety. In addition, a more detailed description of the material
features of the Amended Plan is contained in Proposal No. 4 of the Proxy
Statement filed with the U.S. Securities and Exchange Commission on November 9,
2010 (the “Proxy
Statement”) and is incorporated herein by reference.
Item
5.07 Submission
of Matters to a Vote of Security Holders.
The
Company held its 2010 Annual Meeting of Stockholders on December 7, 2010, local
time in Shanghai, PRC. For more information about the proposals, see
the Company’s Proxy Statement, the relevant portions of which are incorporated
herein by reference.
At the
Annual Meeting, stockholder votes representing 59,647,543 shares of common stock
of the Company, or 74.4%, of the 80,156,874 shares of common
stock outstanding as of the record date of October 26, 2010 were present in
person or by proxy, constituting a quorum for the purposes of the Annual
Meeting. The matters voted upon at the Annual Meeting and the voting results
were as follows:
Proposal No. 1 - Election of
Directors: The Company’s stockholders elected, by a plurality
of the votes cast, each of the nine nominees to the Board of Directors, to serve
until the Company’s 2011 annual meeting of stockholders or until their
respective successors have been elected, as follows:
|
Director
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For
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Against
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Elected
|
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43,306,189
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158,057
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Yes
|
|
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Wing
Lun (Alan) Leung
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43,173,934
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290,312
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Yes
|
|
Ping
Xu
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43,175,534
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288,712
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Yes
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Shibin
Jo
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43,167,484
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296,762
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Yes
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Chen
Huang
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43,170,434
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293,812
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Yes
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Kelly
Wang
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43,162,034
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302,212
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Yes
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|
Miu
Cheung
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43,169,584
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294,662
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Yes
|
|
Chia
Yong Whatt
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42,858,106
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606,140
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Yes
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|
Luo
Ken Yi
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43,124,684
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339,562
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Yes
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Abstentions
and broker non-votes were not counted as votes cast and had no effect on the
result of the vote.
Proposal No. 2 - Ratification of the appointment of
Samuel H. Wong & Co., LLP. as independent auditors for the year ending
December 31, 2010: Ratification of the appointment of
Samuel H. Wong & Co., LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2010 required an
affirmative vote of a majority of all votes cast at the Annual Meeting of
Stockholders. Proposal No. 2 was approved with 57,514,154 shares
voted for, 2,106,252 voted against and 32,137 abstained from voting, thereby,
ratifying the appointment of Samuel H. Wong & Co., LLP as independent
auditors for the year ending December 31, 2010.
Proposal No. 3 - Approval of the an amendment to the
Company’s Certificate of Incorporation to effect a reverse stock split of a
ratio between 1:4 and 1:2, at the Board’s discretion, and reduce the number of
authorized shares of common stock from 150 million to 100
million: Approval of the amendment to the Company’s
certificate of incorporation required the affirmative vote of at least a
majority of votes cast of the stockholders present in person or by proxy at the
Annual Meeting of Stockholders. Abstentions and broker non-votes are
counted as votes cast against the proposal. Proposal No. 3 was
approved with 42,669,677 shares voted for, 786,218 voted against and 8,350
abstained from voting, thereby, approving the amendment to the Company’s
Certificate of Incorporation to effect a reverse stock split of a ratio between
1:4 and 1:2, at the Board’s discretion, and reduce the number of authorized
shares of common stock from 150 million to 100 million.
2
Proposal No. 4 - Approval of the increase in number of
shares authorized for issuance under the China Architectural Engineering, Inc.
2009 Omnibus Incentive Plan by 2,000,000 shares: Approval of
the Amended Plan required the affirmative vote of at least a majority of votes
cast of the stockholders present in person or by proxy at the Annual Meeting of
Stockholders. Proposal No. 4 was approved with 56,540,796 shares
voted for, 2,919,136 voted against and 192,607 abstained from voting, thereby,
approving the increase in the number of shares authorized for issuance under the
China Architectural Engineering, Inc. 2009 Omnibus Incentive Plan by 2,000,000
shares, to a total of 4,000,000 shares authorized to be issued under the
Plan.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits
|
Exhibit
No.
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Description
|
|
10.1
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Amendment
No. 2 to China Architectural Engineering, Inc. 2009 Omnibus Incentive
Plan.
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3
SIGNATURES
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 hereunto
duly authorized.
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Date: December
10, 2010
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CHINA
ARCHITECTURAL ENGINEERING, INC.
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By:
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/s/ Wing
Lun (Alan) Leung
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Name:
Wing Lun (Alan) Leung
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|||
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Title:
Chief Executive Officer
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