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EX-99.1 - EXHIBIT 99.1 - Tri-Tech Holding, Inc.v323365_ex99-1.htm

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

 

Date of report (date of earliest event reported): September 6, 2012

 

 

TRI-TECH HOLDING INC.

(Exact name of registrant as specified in its charter)

 

         
Cayman Islands   001-34427   N/A

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

16th Floor of Tower B, Renji Plaza No. 101

Jingshun Road, Chaoyang District

Beijing, People’s Republic of China 100102

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: +86 (10) 5732-3666

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 Registrant held its 2012 Annual Meeting of Shareholders on September 6, 2012, at the Registrant’s executive offices located at 16th Floor of Tower B, Renji Plaza No. 101, Jingshun Road, Chaoyang District, Beijing, People’s Republic of China 100102. A total of 6,115,535 of the Registrant’s ordinary shares were present in person or by proxy, representing a quorum of 74.47%. The following tables reflect the certified tabulation of the votes with respect to each proposal submitted to a vote of the Registrant’s shareholders at the 2012 Annual Meeting of Shareholders. Abstentions were counted as present for the purpose of establishing a quorum, but were not treated as votes cast on each respective proposal.

 

  1. PROPOSAL 1: Election of Directors
  a. To elect three Class III members of the Board of Directors to serve terms expiring at the Annual Meeting of Shareholders in 2015 or until their successors are duly elected and qualified. The Class III nominees who received a plurality of the properly cast votes were Warren Zhao, Phil Fan and Gavin Cheng, who were thereby elected to the Registrant’s Board of Directors. The tabulation of the certified voting results is as follows:
         

 

Nominee For Withheld Non-Votes
Warren Zhao (Class III) 3,695,173 189,173 2,231,189
Phil Fan (Class III) 3,759,964 124,382 2,231,189
Gavin Cheng (Class III) 3,758,154 126,192 2,231,189

 

The Table below shows the composition of the Registrant’s Board of Directors and the Board committees following the 2012 Annual Meeting of Shareholders:

 

Post-AGM Board   Independent   Committees
Warren Zhao   No    
Phil Fan   No    
Gavin Cheng   No    
Peter Dong   No    
Peiyao Zhang   Yes   Audit, Nominating
Ming Zhu   Yes   Compensation, Nominating
Peter Zhuo   Yes   Audit, Compensation
Da-zhuang Guo   Yes   Compensation, Nominating
John McAuliffe   Yes   Audit

 

  2. PROPOSAL 2: Ratification of Appointment of Independent Auditor
  a. To ratify the appointment of Marcum Bernstein & Pinchuk LLP as the Registrant’s independent registered public accountant for the fiscal year ending December 31, 2012. The proposal was approved by a majority vote of 98.13% of the votes cast. The tabulation of the certified voting results is as follows:
         

 

For   Against   Abstain   Broker Non-Votes
6,001,746   51,712   62,077   0

 

A copy of the press release announcing the results of the 2012 Annual Meeting of Shareholders is attached hereto as Exhibit 99.1.

 

 
 

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(a) Financial statements of businesses acquired.

 

Not Applicable.

 

(b) Pro forma financial information.

 

Not Applicable.

 

(c) Shell company transactions.

 

Not Applicable.

 

(d) Exhibits.

 

99.1           Press release dated September 7, 2012.

  

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

TRI-TECH HOLDING INC.
     
     
By:  

 /s/ Phil Fan

Phil Fan

President

 

Dated: September 10, 2012

 

 

 

 

 
 

 

 

EXHIBIT INDEX

 

Number   Description of Exhibit
99.1   Press Release dated September 7, 2012.