Current Report Filing (8-k)
March 26 2019 - 4:04PM
Edgar (US Regulatory)
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 20, 2019
Sino-Global
Shipping America, Ltd.
(Exact name of Registrant as specified in charter)
Virginia
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001- 34024
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11-3588546
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(State or other jurisdiction
of Incorporation)
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(Commission File No.)
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(IRS Employer
Identification No.)
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1044 Northern Boulevard, Suite 305
Roslyn, New York 11576-1514
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area
code: (718) 888-1814
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:
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Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)
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Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On March 20, 2019, Mr.
Bradley Haneberg resigned from his position as a member of the Board of Directors (the “Board”) of Sino-Global Shipping
America, Ltd. (the “Company”) and consequently from his position as a member of the Audit Committee. Mr. Haneberg’s
resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies
or practices.
On March 20, 2018, the
Board appointed Jianming Li as a Class I director, Chairperson of the Corporate Governance Committee, a member of the Audit Committee
and a member of the Compensation Committee, to hold office, effective March 25, 2019 until the Company’s annual meeting of
the shareholders in 2020, and a successor has been duly elected and qualified or until his earlier resignation, removal from office,
death or incapacity.
Mr. Jianming Li, 61 years
old, is presently a business consultant of Zhanjiang Port (Group) Co., Ltd.. Prior to that, Mr. Li had been a full-time consultant
of Baosteel Group Hong Kong Baoyun Company from February 2015 to November 2017, Deputy General Manager of Baosteel Group Hong Kong
Baojin Company from November 2010 to February 2015, Deputy General Manager of Purchasing Center and General Manager of Logistics
Department of Baosteel Group. Mr. Li graduated with a Bachelor of Engineering Degree in Navigation and Driving from Shanghai Maritime
University in 1982.
Mr. Jianming Li is deemed
to be independent under the definition of independence provided by NASDAQ Listing Rule 5605(a)(2).
Mr. Li has (i) no arrangements
or understandings with any other person pursuant to which he was appointed as a director, and (ii) no family relationship with
any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive
officer.
Mr. Li has had (i) no direct
or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K
and, (ii) as of the date of this Current Report on Form 8-K (this “Report”), Mr. Li holds no direct or indirect beneficial
ownership in the Company’s stock or rights to acquire the Company’s stock.
Mr. Li is to receive an
annual compensation of $20,000 from the Company, eligible to participate in the Company’s 2014 Stock Incentive Plan, and
to be compensated at the same level of other independent directors’ of the Company. A copy of the offer letter by and between
the Company and Mr. Li is filed as Exhibit 10.1 to this Report and is incorporated by reference herein.
Item 5.08
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Shareholder Director Nomination.
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The Board has established
June 7, 2019 as the date of the annual meeting of the shareholders for the fiscal year ended June 30, 2018 (the “2019 Annual
Meeting”). Because the date of the 2019 Annual Meeting has been changed by more than 30 days from the anniversary date of
the Company’s 2018 annual meeting of stockholders, in accordance with Rule 14a-5(f) under the Securities Exchange Act of
1934, as amended, the Company is informing the stockholders of such change. The exact time and location of the 2019 Annual Meeting
will be specified in the Company’s proxy statement for the 2019 Annual Meeting.
In order for a proposal
under Rule 14a-8 under the Exchange Act to be considered timely, it must be received by the Company on or prior to 5:00 p.m.,
eastern time, April 10, 2019 at the Company’s principal executive offices at 1044 Northern Boulevard, Suite 305, Roslyn,
New York 11576-1514, directed to the attention of the Corporate Secretary, which the Company believes is a reasonable time before
it expects to begin to print and send its proxy materials. Any proposal received after such date will be considered untimely.
All such proposals must be in compliance with applicable laws and regulations in order to be considered for inclusion in the Company’s
proxy statement for the 2019 Annual Meeting.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
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Sino-Global Shipping America, Ltd.
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Date: March 26, 2019
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By:
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/s/ Lei Cao
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Name:
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Lei Cao
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Title:
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Chief Executive Officer
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