Current Report Filing (8-k)
June 30 2017 - 8:32AM
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):
June 30, 2017
CHINA BIOLOGIC PRODUCTS, INC.
(Exact Name of Registrant as Specified in
Its Charter)
Delaware
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001-34566
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75-2308816
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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18th Floor, Jialong International Building
19 Chaoyang Park Road
Chaoyang District, Beijing
People’s Republic of China
(Address of Principal Executive Offices)
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100125
(Zip Code)
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86-10-6598-3166
Registrant’s telephone number, including
area code
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(Former name or former address, if changed since last report)
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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):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
China Biologic Products, Inc. (the “Company”) held
its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) on Friday, June 30, 2017 (Beijing time). Proxies for
the Annual Meeting were solicited pursuant to the Company’s proxy statement filed on May 19, 2017 with the Securities and
Exchange Commission (the “Proxy Statement”).
The Company’s stockholders considered five proposals,
each of which is described in the Proxy Statement. A total of 23,944,222 shares were represented in person or by proxy, or 88.0%
of the total shares outstanding as of May 17, 2017, the record date of the Annual Meeting. The final results of votes with respect
to the proposals submitted for stockholder vote at the Annual Meeting are set forth below.
Proposal No. 1 – Election of directors
Stockholders elected Sean Shao, Wenfang Liu and David Hui Li
as Class II directors for a three-year term as follows:
Director
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For
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Withhold
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Sean Shao
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15,283,980
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8,660,062
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Wenfang Liu
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16,129,737
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7,814,305
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David Hui Li
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16,130,546
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7,813,496
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Proposal No. 2 – Ratification of selection of independent
auditors
Stockholders ratified the selection of KPMG Huazhen LLP as the
independent registered public accounting firm of the Company for the fiscal year ending December 31, 2017.
For
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Against
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Abstain
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22,097,977
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1,373,278
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472,967
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Proposal No. 3 – Advisory vote to approve executive
compensation
Stockholders approved the compensation of our named executive
officers as disclosed in the Proxy Statement.
For
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Against
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Abstain
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12,841,747
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10,697,769
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404,526
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Proposal No. 4 – Advisory vote on the frequency
of an advisory vote on executive compensation
Stockholders approved the one-year interval for the advisory
vote on executive compensation.
One year
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Two years
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Three years
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Abstain
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22,408,265
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2,916
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1,120
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1,530,216
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In light of the results of the stockholder vote on the frequency
of future advisory votes on the compensation of the Company’s named executive officers, and consistent with the Company’s
recommendation, the Company’s Board of Directors has determined that the Company will hold an advisory vote on executive
compensation annually until the next required vote on the frequency of future advisory votes on the compensation of the Company’s
named executive officers.
Proposal No. 5 – Adoption of the merger agreement
Stockholders approved and adopted the agreement and plan of
merger by and between the Company and China Biologic Products Holdings, Inc., an exempted company incorporated under the laws of
the Cayman Islands and a wholly owned subsidiary of the Company, pursuant to which the Company will merge with and into China Biologic
Products Holdings, Inc. The Company is proceeding with the completion of the transaction and expects the merger to become effective
during the third quarter of 2017.
For
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Against
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Abstain
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16,151,633
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7,421,570
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370,838
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There were no broker non-votes for any of the proposals submitted
for stockholder vote at the Annual Meeting.
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.
Date: June 30, 2017
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CHINA BIOLOGIC PRODUCTS, INC.
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By:
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/s/ David (Xiaoying) Gao
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David (Xiaoying) Gao
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Chief Executive Officer
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