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EX-4 - EXHIBIT 4.1 - Shengkai Innovations, Inc.exh_41.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) March 4, 2011
 
___________________
 
Shengkai Innovations, Inc.
(Exact name of registrant as specified in its charter)
 
 
Florida
 
 
001-34587
 
 
11-3737500
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
No.106 Zhonghuan South Road, Airport Industrial Park
Tianjin, People's Republic of China
 
 
300308
 
 
(Address of principal executive offices)
 
(Zip Code)
 
 
Registrant's telephone number, including area code:   86-22-5883-8509
 
________________________________________________________________________________
(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 Company held its Annual Meeting on March 4, 2011.  A total of 25,852,230 shares of common stock, representing 96.8% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.  The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting as set forth in the Proxy Statement are as follows:

Proposal 1. All of the five nominees for director were elected to serve until the 2012 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death.  The result of the votes to elect the five directors was as follows:

DIRECTORS:
FOR
WITHHELD
ABSTAIN
BROKER NON-VOTE
Wang Chen
23,550,594
10,552
N/A
N/A
Guo Wei
23,549,169
11,977
N/A
N/A
Michael Marks
23,550,594
10,552
N/A
N/A
Jun Leng
23,550,594
10,552
N/A
N/A
Ruizhu Mu
23,550,344
10,802
N/A
N/A

Proposal 2.   The Company’s 2011 Incentive Stock Plan was ratified and approved by the shareholders by the votes set forth in the table below:

FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
21,982,956
1,518,337
59,853
2,291,084
 
A copy of the 2011 Incentive Stock Plan is being filed as Exhibit 4.1 to this Form 8-K and is incorporated herein by reference in its entirety.

Proposal 3.  The appointment of BDO China Li Xin Da Hua CPA Co., Ltd. (“BDO”) as the Company’s independent registered public accounting firm for fiscal 2011 was ratified by the shareholders by the votes set forth in the table below:

FOR
AGAINST
ABSTAIN
25,669,288
131,387
51,555

There were no broker non-votes with respect to the appointment of BDO.

Proposal 4.  The compensation of the named executive officers as disclosed in the Company’s Proxy Statement was approved on an advisory basis by the votes set forth in the table below:

FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
23,393,752
163,066
4,328
2,291,084

Proposal 5.  The shareholders recommended, on an advisory basis, that the frequency of the shareholder vote to approve the compensation of the named executive officers every three years by the votes set forth in the table below:

1 YEAR
TWO YEARS
THREE YEARS
ABSTAIN
1,488,091
854,972
21,102,955
115,128
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
4.1 Shengkai Innovations, Inc. 2011 Incentive Stock Plan
 
 
 

 
SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
Shengkai Innovations, Inc.
   
(Registrant)
     
March 4, 2011
 
/s/   David Ming He
(Date)
 
David Ming He
Chief Financial Officer