Item 5.07. Submission of Matters to a Vote of Security
Holders
On September 5, 2019, the
Company held a Special Meeting of Stockholders (the “Meeting”). Set forth below are
the proposals voted upon at the Meeting, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed
with the U.S. Securities and Exchange Commission on August 13, 2019, and the final voting tabulation reported by the Company’s
inspector of elections.
The Company’s Board
of Directors fixed the close of business on August 13, 2019 as the record date for identifying those stockholders entitled to notice
of, and to vote at, the Meeting. A total of 18,351,497 shares of the Company’s common stock were entitled to vote at
the Meeting. A quorum of the stockholders was present in person or represented by proxy at the Meeting. The final voting results
for each of the proposals were as follows:
Proposal 1. Stockholders adopted
the Share Exchange Agreement dated June 7, 2019 and approved the acquisition of Xiaotai International Investment Inc. contemplated
by such agreement based on the following votes:
|
For
|
|
Against
|
|
Abstain
|
|
|
11,450,808
|
|
|
9,376
|
|
|
1,350
|
|
|
|
|
|
|
|
|
|
Proposal 2. Stockholders
adopted the Share Purchase Agreement dated June 7, 2019 and approved the spin-off by the Company of its existing business and operations
to Go Fresh 365, Inc. contemplated by such agreement based on the following votes:
|
For
|
|
Against
|
|
Abstain
|
|
|
11,451,211
|
|
|
9,887
|
|
|
436
|
|
|
|
|
|
|
|
|
|
Proposal 3. Stockholders
approved and adopted an amendment to our Certificate of Incorporation to affect a reverse split of our issued and outstanding common
stock by a ratio of note less than one-for-two and note more than one-for-ten at any time prior to December 31, 2019, with the
exact ratio to be set at a whole number within this range, as determined by the Board in its sole discretion, based on the following
votes:
|
For
|
|
Against
|
|
Abstain
|
|
|
11,439,853
|
|
|
13,864
|
|
|
7,817
|
|
|
|
|
|
|
|
|
|
Proposal 4. Stockholders
approved and adopted an amendment to the Company’s Certificate of Incorporation to increase the number of shares of common
stock that the Company has authority to issue from 100,000,000 to 1,000,000,000 and the number of shares of preferred stock that
the Company has authority to issue from 1,000,000 to 10,000,000; and consequently, to increase the total number of shares of all
classes of capital stock that the Company has authority to issue from 101,000,000 to 1,010,000,000, based on the following votes:
|
For
|
|
Against
|
|
Abstain
|
|
|
11,382,897
|
|
|
78,596
|
|
|
41
|
|
|
|
|
|
|
|
|
|
Proposal 5. Stockholders
approved an amendment to the Company’s Certificate of Incorporation to change the Company’s corporate name to “Terran
Financial Services Group” based on the following votes:
|
For
|
|
Against
|
|
Abstain
|
|
|
11,450,554
|
|
|
9,574
|
|
|
1,406
|
|
|
|
|
|
|
|
|
|
Proposal 6. Each
of the five nominees for director was elected based on the following votes:
|
Name
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
Baofeng Pan
|
|
|
11,451,575
|
|
|
|
9,516
|
|
|
|
443
|
|
Haotian Wu
|
|
|
11,451,626
|
|
|
|
9,516
|
|
|
|
392
|
|
Xianhai Huang
|
|
|
11,451,575
|
|
|
|
9,516
|
|
|
|
443
|
|
Xing Xie
|
|
|
11,450,535
|
|
|
|
10,556
|
|
|
|
443
|
|
Weixiang Jiang
|
|
|
11,450,535
|
|
|
|
10,556
|
|
|
|
443
|
Stockholders elected all
of the Company’s nominees for director for one-year terms expiring on the next annual meeting of stockholders.
Proposal 7. Stockholders
approved the adjournment of the special meeting by the chairman thereof to a later date, if necessary, to permit further solicitation
and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve
the Proposal 1 and Proposal 2, based on the following votes:
|
For
|
|
Against
|
|
Abstain
|
|
|
11,389,698
|
|
|
71,463
|
|
|
373
|
|
|
|
|
|
|
|
|
|