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 16, 2011
 

 
FUSHI COPPERWELD, INC.
 

 
(Exact name of registrant as specified in charter)

Nevada
 
001-33669
 
13-3140715
(State or Other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification
No.)


TYG Center Tower B, Suite 2601
Dongsanhuan Bei Lu, Bing 2
Beijing, PRC 100027
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (011)-86-10-8447-8280
 

 (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
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
 o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
 o
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.
 
On June 16, 2011, Fushi Copperweld, Inc. (the “Company”) held its annual meeting of stockholders (“Annual Meeting”) to vote on the following matters:
 
1.  Election of Directors
 
All of the following seven nominees were elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve for a term of one year, until the next Annual Meeting and until their successors have been duly elected and have qualified.
 

Nominee
 
For
 
Against
 
Withheld
 
Broker
Non-Votes
Li Fui
 
19,780,365
 
0
 
83,487
 
7,957,742
Joseph Longever
 
19,799,677
 
0
 
74,175
 
7,957,742
Wenbing Christopher Wang
 
19,060,340
 
0
 
813,512
 
7,957,742
Feng Bai
 
19,073,892
 
0
 
799,960
 
7,957,742
Barry Raeburn
 
19,803,093
 
0
 
70,759
 
7,957,742
Jiping Hua
 
19,081,142
 
0
 
792,710
 
7,957,742
John Francis Perkowski
 
19,079,454
 
0
 
794,398
 
7,957,742
 
2.           Ratification of the Company’s Independent Auditors
 
Stockholders ratified the appointment of KPMG as the independent auditors of the Company for the fiscal year ended December 31, 2011, in accordance with the voting results listed below.
 

For
Against
Abstain
Broker Non-Votes
27,768,221
62,524
849
0
 
3.           Advisory Vote on Executive Compensation
 
Stockholders approved the compensation paid to the Company’s named executive officers as disclosed in the 2011 Proxy Statement under “Executive Compensation” and discussed under “Compensation Discussion and Analysis” on an advisory basis, in accordance with the voting results listed below.
 

For
 
Against
 
Abstain
 
Broker Non-Votes
19,757,778
 
52,872
 
63,204
 
7,957,742
 
4.           Advisory Vote on Frequency of Executive Compensation
 
Stockholders recommended, by a non-binding vote, that the advisory vote to approve the compensation of the Company’s named executive officers should occur every year. The results of the vote were as follows.
 

Total votes for 1 year
 
Total votes for 2 year
 
Total votes for 3 year
 
 
Abstain
 
Broker Non-Votes
19,724,770
 
43,421
 
76,068
 
29,593
 
7,957,742
 
 
 
 
 

 

 
The Company’s Decision as to Say-on-Frequency

In light of the shareholders’ recommendation that that the advisory vote to approve the compensation of the Company’s named executive officers should occur every year, the Board has determined that the Company will hold the next advisory vote on the compensation of the Company’s named executive officers at the Company’s 2012 annual meeting of shareholders.
 
 
 
 

 

 

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.

 
 
FUSHI COPPERWELD, INC.
   
 Date: June 21, 2011
By:                   /s/ Craig Studwell             
Name: Craig Studwell
Title:  Chief Financial Officer