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EX-99.1 - EXHIBIT 99.1 - GENERAL STEEL HOLDINGS INCv364426_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): December 27, 2013 


 

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)

 

Level 21, Tower B, Jia Ming Center
No. 27 Dong San Huan North Road
Chaoyang District, Beijing, China 100020

 

 (Address of principal executive offices)

 

Registrant’s telephone number, including area code:

+ 86 (10) 57757691

 

(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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS.

   

Amendment No. 3 to 2008 Equity Incentive Plan

 

On December 27, 2013, at the annual meeting of the stockholders (the “Stockholders”) of General Steel Holdings, Inc. (the “Company”) for the fiscal year ended December 31, 2012 (the “Annual Meeting”), the Stockholders approved Amendment No. 3 (“Amendment No. 3”) to the Company's 2008 Equity Incentive Plan (the “Plan”) to increase the number of shares of common stock reserved for issuance thereunder to 5,000,000.

 

The descriptions of the Plan and Amendment No. 3 are qualified in their entirety by reference to the Plan and Amendment No. 3, copies of which are included as Appendix A and Appendix D, respectively, to the Company’s Definitive Proxy Statement, filed with the United States Securities and Exchange Commission on December 3, 2013 (the “Proxy Statement”), and incorporated herein by reference.

 

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

 

Sufficient shares of capital stock of the Company were present at the Annual Meeting, in person or by proxy, to constitute the quorum required by the By-Laws of the Company for Proposals 1, 2, 3, 4, and 5 (as such proposals are set forth in the Proxy Statement).  The voting results for each of the five proposals are set forth below.

 

Proposal 1.           The five nominees to the Board of Directors of the Company were each elected based upon the following votes and to serve until the annual meeting of stockholders to be held in 2014 and until their respective successors are elected and qualified:

 

Director

Nominee

 

Common

Stock Votes

For

   

Series A Preferred Stock

Votes For(1)

   

Votes

Against

    Abstentions    

Broker

Non-Votes

Zuosheng Yu   21,804,326     24,887,587     333,027     190,499     25,542,054
John Chen   21,633,066     24,887,587     504,287     190,499     25,542,054
Angela He   21,390,651     24,887,587     736,727     200,474     25,542,054
Zhongkui Cao   21,744,836     24,887,587     383,517     199,499     25,542,054
James Hu   21,440,441     24,887,587     689,995     197,416     25,542,054

 

Proposal 2.           The appointment of Friedman LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2013, was ratified based upon the following votes:

 

Common Stock

Votes For

   

Series A Preferred

Stock Votes For(1)

    Votes Against     Abstentions
45,405,195     24,887,587     1,995,078     469,633

 

Proposal 3.           The amendment to the Company’s 2008 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder to 5,000,000, was approved and ratified based upon the following votes:

 

Common Stock

Votes For

   

Series A Preferred

Stock Votes For(1)

    Votes Against     Abstentions    

Broker

Non-Votes

21,516,049     24,887,587     765,769     46,034     25,542,054

 

 
 

 

Proposal 4.           A reverse stock split of the Company’s common stock, pursuant to which each Stockholder will receive one share of the Company’s common stock in exchange for every two, three or four shares of the Company’s common stock owned at the effective time of such reverse split, with the exact ratio to be determined by the Company’s Board of Directors, was approved based upon the following votes:

 

Common Stock

Votes For

   

Series A Preferred

Stock Votes For(1)

    Votes Against     Abstentions
40,774,514     24,887,587     6,559,743     535,649

 

Proposal 5.           The compensation of the Company’s Named Executive Officers, was approved on a non-binding basis, based upon the following votes:

 

Common Stock

Votes For

   

Series A Preferred

Stock Votes For(1)

    Votes Against     Abstentions    

Broker

Non-Votes

21,724,877     24,887,587     333,395     269,580     25,542,054

 

 


(1) As of the close of business on December 2, 2013, the record date for the Annual Meeting, the Company had 58,071,038 shares of common stock, $0.001 par value per share (“Common Stock”), issued and outstanding, and 3,092,899 shares of Series A Preferred Stock, $0.001 par value per share (“Series A Preferred Stock,” and together with the Common Stock, “Voting Stock”), issued and outstanding. The 3,092,899 shares of Series A Preferred Stock have aggregate voting rights equal to thirty percent (30%) of the Company’s total Voting Stock, and, with respect to the Annual Meeting, such voting rights represented the Common Stock equivalent of 24,887,587 votes.

   

ITEM 8.01 OTHER EVENTS.

 

On January 2, 2014, the Company issued a press release announcing the results of the shareholder votes at the Annual Meeting discussed above. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated into this Item 8.01 by reference.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

 

Exhibit No.   Description
   
99.1   Press Release issued on January 2, 2014.

 

 
 

 

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: January 2, 2014