Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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, 2023

KANDI TECHNOLOGIES GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-33997		90-0363723
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification)

Jinhua New Energy Vehicle Town

Jinhua, Zhejiang Province

People’s Republic of China

Post Code 321016

(Address of principal executive offices)

(86-579) 8223-9700

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 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		KNDI		NASDAQ Global Select Market

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 5.07 Submission of Matters to a Vote of Security Holders.

On December 27, 2023, Kandi Technologies Group, Inc., a Delaware corporation (the “Company”) held its Annual Meeting of Shareholders for the fiscal year ended December 31, 2022 (the “Annual Meeting”). Holders of 82,382,089 shares of the Company’s common stock were present in person or by proxy at the Annual Meeting, representing 94.13% of the total outstanding shares of common stock and therefore constituting a quorum of more than a majority of the shares outstanding and entitled to vote at the Annual Meeting as of the record date of November 6, 2023. The final voting result for each matter submitted to a vote of shareholders at the meeting are as follows. Except for proposal 3 below, broker Non-votes are not counted.

Proposal 1: Approval of the Merger Agreement and the Plan of Merger

Votes of a majority of the total issued and outstanding shares of the Company’s common stock in favor of the proposal is required to approve the merger agreement and plan of merger, to merge with and into Kandi Technologies Group, Inc., a company incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of the Company (“Kandi BVI”), with Kandi BVI as the surviving company upon the merger becoming effective, and whereby each issued and outstanding share of the common stock of the Company will be converted into the right to receive one ordinary share of Kandi BVI. Broker Non-votes of 32,849,052 shares are not counted. The Company obtained sufficient votes to pass this proposal.

		FOR				AGAINST				ABSTAIN
TOTAL SHARES VOTED			44,227,116				5,169,869				136,052

Proposal 2: Election of Directors

The following seven individuals were elected as the Board of Directors of the Company to serve as directors until the next Annual Meeting of Shareholders or until their successors have been duly elected and qualified. Broker Non-votes of 32,849,052 shares are not counted.

	FOR		WITHHELD
HU XIAOMING		48,457,599		1,075,438
DONG XUEQIN		48,764,450		768,587
WANG LIN		48,656,165		876,872
CHEN LIMING		48,078,254		1,454,783
LIN YI		47,766,229		1,766,808
JERRY LEWIN		47,753,237		1,959,800
HENRY YU		48,115,310		1,417,727

Proposal 3: Ratification of the appointment of ARK Pro CPA & Co. as Independent Auditor

The shareholders ratified the appointment of ARK Pro CPA & Co. as the Company’s independent auditor for the fiscal year ending December 31, 2023. Broker Non-votes of 32,849,052 shares are counted.

		FOR				AGAINST				ABSTAIN
TOTAL SHARES VOTED			80,512,703				1,349,157				520,229

Proposal 4: An Amendment to the Certificate of Incorporation

Votes of a majority of the total issued and outstanding shares of the Company’s common stock in favor of the proposal is required to approve an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock from one hundred million (100,000,000) shares of common stock to three hundred million (300,000,000) shares of common stock, and to correspondingly increase the number of authorized shares of preferred stock from ten million (10,000,000) shares to thirty million (30,000,000). Broker Non-votes of 32,849,052 shares are not counted. The Company obtained sufficient votes to pass this proposal.

		FOR				AGAINST				ABSTAIN
TOTAL SHARES VOTED			44,694,810				4,665,473				172,754

Proposal 5: Advisory Vote on Compensation of Named Executive Officers

The shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers. Broker Non-votes of 32,849,052 shares are not counted.

		FOR				AGAINST				ABSTAIN
TOTAL SHARES VOTED			48,045,973				1,086,842				400,222

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 hereunto duly authorized.

	KANDI TECHNOLOGIES GROUP, INC.

Date: December 29, 2023	By:	/s/ Dong Xueqin
	Name:	Dong Xueqin
	Title:	President and Chief Executive Officer

Cover	Dec. 27, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 27, 2023
Entity File Number	001-33997
Entity Registrant Name	KANDI TECHNOLOGIES GROUP, INC.
Entity Central Index Key	0001316517
Entity Tax Identification Number	90-0363723
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Jinhua New Energy Vehicle Town
Entity Address, City or Town	Jinhua, Zhejiang Province
Entity Address, Country	CN
Entity Address, Postal Zip Code	321016
City Area Code	86-579
Local Phone Number	8223-9700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	KNDI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false