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EX-99.1 - EX-99.1 - SYNTHESIS ENERGY SYSTEMS INCv380045_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 Act of 1934

 

Date of Report (Date of earliest event reported): May 29, 2014

 

 

Synthesis Energy Systems, Inc.
(Exact name of registrant as specified in its charter)

 

 

Delaware
(State or other jurisdiction
of incorporation)

001-33522
(Commission
File Number)

20-2110031
(I.R.S. Employer
Identification No.) 

 

Three Riverway, Suite 300
Houston, Texas
(Address of principal executive offices)

77056

(Zip Code)

 

(713) 579-0600
(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

¨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 240.14-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c))

 

 
 

 

Item 5.07    Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting of Stockholders of Synthesis Energy Systems, Inc. on May 29, 2014, seven directors were elected for terms expiring on the date of the annual meeting for the year ended June 30, 2014. As to each nominee for director, the results of the voting were as follows:

 

Name of Nominee   Number of Votes
Voted For
  Number of Votes
Withheld
  Number of Broker Non-Votes
Lorenzo Lamadrid 36,987,775 2,050,401   15,154,673  
Robert Rigdon 38,975,751 62,425   15,154,673  
Denis Slavich 37,571,883 1,466,293   15,154,673  
Harry Rubin 37,567,192 1,470,984   15,154,673  
Xu, Ziwang 38,980,352 57,824   15,154,673  
Gao, Feng 38,977,847 60,329   15,154,673  
Yang, Guang 38,980,347 57,829   15,154,673  
                 

The result of the vote on the amendment of the Amended and Restated 2005 Incentive Plan, as amended, to increase the number of shares available under such Plan from 9,800,000 to 12,000,000 shares was as follows:

 

Number of Votes
Voted For
  Number of Votes
Voted Against
  Number of Votes
Abstaining
  Number of
Broker Non-Votes
36,375,261   2,439,207   223,707   15,154,674

 

The result of the advisory (non-binding) vote to approve the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion, compensation tables and narrative discussion in the proxy statement for the Annual Meeting was as follows:

 

Number of Votes
Voted For
  Number of Votes
Voted Against
  Number of Votes
Abstaining
  Number of
Broker Non-Votes
37,432,201 1,026,998 578,977

15,154,673

 

 

 
 

 

The result of the advisory (non-binding) vote on whether future advisory votes on executive compensation should be held every one, two or three years, was as follows:

 

Alternative   Number of Votes Voted For
1 Year   17,866,071
     
2 Years   996,082
     
3 Years   19,916,648
     
Abstain   259,375
     
Broker Non-Vote   15,154,673

 

 

The result of the vote on the ratification of UHY LLP as the Company’s independent registered public accounting firm was as follows:

 

Number of Votes
Voted For
  Number of Votes
Voted Against
  Number of Votes
Abstaining
  Number of
Broker Non-Votes
53,552,997   92,059   547,793   0

 

Item 8.01    Other Events.

 

On May 28, 2014, the Company issued a press release announcing that its wholly owned subsidiary, SES Asia Technologies, Ltd., and Shanghai-based Jiangsu Tianwo-SES Clean Energy Technologies Ltd., and Midrex Technologies, Inc., a subsidiary of Kobe Steel Limited have entered into an exclusive agreement for the joint marketing of coal gasification-based direct reduced iron facilities in China. A copy of the press release is filed herewith as Exhibit 99.1.

 

Item 9.01    Financial Statements and Exhibits.

 

Exhibits

 

99.1Press Release dated May 28, 2014 relating to Chinese joint marketing agreement for direct reduced iron.

 

 
 

 

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.

 

Synthesis Energy Systems, Inc.
     
     
Dated: May 29, 2014         /s/ Robert Rigdon
    Robert Rigdon
President and Chief Executive Officer

 

 

 
 

 

EXHIBIT INDEX

 

99.1Press Release dated May 28, 2014 relating to Chinese joint marketing agreement for direct reduc ed iron.