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): December 29, 2014
General Steel Holdings, Inc.
(Exact name of registrant as specified
in its charter)
Nevada |
|
001-33717 |
|
41-2079252 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
Level 21, Tower B, Jia Ming Center
No. 27 Dong San Huan North Road
Chaoyang District, Beijing, China 100020
(Address of
principal executive offices)
Registrant’s telephone number,
including area code:
+ 86 (10) 57757691
(Former name or former address, if changed
since last report)
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:
¨ |
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)) |
ITEM 5.02 |
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS. |
Amendment No. 4 to 2008 Equity Incentive Plan
On December 29, 2014, at the annual meeting of
the stockholders (the “Stockholders”) of General Steel Holdings, Inc. (the “Company”) for the fiscal
year ended December 31, 2013 (the “Annual Meeting”), the Stockholders approved Amendment No. 4 (“Amendment
No. 4”) to the Company’s 2008 Equity Incentive Plan, as amended (the “Plan”), to increase the number
of shares of the Company’s common stock reserved for issuance thereunder to 6,000,000.
The descriptions of the Plan and Amendment No. 4 are qualified
in their entirety by reference to the Plan and Amendment No. 4, copies of which are included as Appendix A and Appendix E,
respectively, to the Company’s Definitive Proxy Statement, filed with the United States Securities and Exchange Commission
on December 12, 2014 (the “Proxy Statement”), and incorporated herein by reference.
ITEM 5.07 |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Sufficient shares of capital stock of the Company were present
at the Annual Meeting, in person or by proxy, to constitute the quorum required by the By-Laws of the Company for Proposals 1,
2, 3, 4, and 5 (as such proposals are set forth in the Proxy Statement). The voting results for each of the five proposals
are set forth below.
Proposal 1. The five nominees to the Board of Directors of
the Company were each elected based upon the following votes and to serve until the annual meeting of stockholders to be held in
2015 and until their respective successors are duly elected and qualified:
Director
Nominee |
|
Common
Stock Votes
For |
|
|
Series A Preferred Stock
Votes For(1) |
|
|
Votes Withheld |
|
|
Broker
Non-Votes |
Zuosheng Yu |
|
26,864,145 |
|
|
26,109,591 |
|
|
464,367 |
|
|
20,266,374 |
John Chen |
|
26,877,195 |
|
|
26,109,591 |
|
|
451,317 |
|
|
20,266,374 |
Angela He |
|
26,299,834 |
|
|
26,109,591 |
|
|
1,028,678 |
|
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20,266,374 |
Zhongkui Cao |
|
26,286,990 |
|
|
26,109,591 |
|
|
1,041,522 |
|
|
20,266,374 |
James Hu |
|
26,361,140 |
|
|
26,109,591 |
|
|
967,372 |
|
|
20,266,374 |
Proposal 2. The appointment of Friedman LLP as the independent
registered public accounting firm of the Company for the fiscal year ending December 31, 2014, was ratified based upon the following
votes:
Common Stock
Votes For |
|
|
Series A Preferred
Stock Votes For(1) |
|
|
Votes Against |
|
|
Abstentions |
44,411,256 |
|
|
26,109,591 |
|
|
2,957,793 |
|
|
225,837 |
Proposal 3. The amendment to the Company’s 2008 Equity
Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder to 6,000,000, was approved and
ratified based upon the following votes:
Common Stock
Votes For |
|
|
Series A Preferred
Stock Votes For(1) |
|
|
Votes Against |
|
|
Abstentions |
|
|
Broker
Non-Votes |
26,463,454 |
|
|
26,109,591 |
|
|
762,815 |
|
|
102,243 |
|
|
20,266,374 |
Proposal 4. A reverse stock split of the Company’s
common stock, pursuant to which each Stockholder will receive one share of the Company’s common stock in exchange for every
two, three or four shares of the Company’s common stock owned at the effective time of such reverse split, with the exact
ratio to be determined by the Company’s Board of Directors, was approved based upon the following votes:
Common Stock
Votes For |
|
|
Series A Preferred
Stock Votes For(1) |
|
|
Votes Against |
|
|
Abstentions |
40,886,050 |
|
|
26,109,591 |
|
|
6,230,456 |
|
|
478,380 |
Proposal 5. The compensation of the Company’s Named
Executive Officers was approved on a non-binding basis, based upon the following votes:
Common Stock
Votes For |
|
|
Series A Preferred
Stock Votes For(1) |
|
|
Votes Against |
|
|
Abstentions |
|
|
Broker
Non-Votes |
26,647,211 |
|
|
26,109,591 |
|
|
607,073 |
|
|
74,228 |
|
|
20,266,374 |
(1) As of the close of business on November
24, 2014, the record date for the Annual Meeting, the Company had 60,922,382 shares (excluding 2,472,306 shares of treasury
stock) of common stock, $0.001 par value per share (“Common Stock”), issued and outstanding, and 3,092,899 shares
of Series A Preferred Stock, $0.001 par value per share (“Series A Preferred Stock,” and together with the Common
Stock, “Voting Stock”), issued and outstanding. The 3,092,899 shares of Series A Preferred Stock have
aggregate voting rights equal to thirty percent (30%) of the Company’s total Voting Stock, and, with respect to the
Annual Meeting and the vote tallies above, such voting rights represented the Common Stock equivalent of 26,109,591 votes.
ITEM 8.01 OTHER EVENTS.
On January 5, 2015, the Company issued a press release
announcing the results of the shareholder votes at the Annual Meeting discussed above. A copy of the press release is
attached as Exhibit 99.1 hereto and incorporated into this Item 8.01 by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. |
|
Description |
|
|
99.1 |
|
Press Release issued on January 5, 2015. |
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.
|
General Steel Holdings, Inc. |
|
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|
|
|
|
|
|
|
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By: |
/s/ John Chen |
|
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Name: |
John Chen |
|
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Title: |
Chief Financial Officer |
|
Dated: January 5, 2015
Exhibit 99.1
General Steel Announces Shareholder Resolutions
Adopted at 2014 Annual General Meeting
BEIJING – January 5, 2015
– General Steel Holdings, Inc. (“General Steel” or the “Company”) (NYSE: GSI), a leading non-state-owned
steel producer in China, today announced the results of the proposals brought before its shareholders at its 2014 annual general
meeting of shareholders, held on December 29, 2014.
General Steel’s shareholders took
the following actions relating to the proposals:
| 1. | Elected five members to its Board of Directors (Zuosheng Yu, John Chen, James Hu, Angela He, and
Zhongkui Cao) to serve until the annual meeting of shareholders to be held in 2015 and until their respective successors are elected
and qualified; |
| 2. | Ratified the appointment of Friedman LLP as the independent registered public accounting firm of
the Company for the fiscal year ending December 31, 2014; |
| 3. | Approved and ratified an amendment to the Company’s 2008 Equity Incentive Plan, as amended,
to increase the number of shares of the Company’s common stock reserved for issuance thereunder to 6,000,000; |
| 4. | Approved, on a non-binding basis, the compensation of the Company’s Named Executive Officers;
and |
| 5. | Approved a reverse stock split (“Reverse Split”) of the Company’s common stock,
pursuant to which, each stockholder will receive one share of the Company’s common stock in exchange for every two, three
or four shares of the Company’s common stock owned at the effective time of such reverse split, with the exact ratio to be
determined by the Company’s Board of Directors. At the meeting, an amendment to the aforementioned resolution was introduced
to the effect that the Reverse Split would not take effect immediately upon approval of the resolution, but rather subject to and
only upon the Board of Directors of the Company resolving to approve and proceed with such Reverse Split. |
About General Steel Holdings, Inc.
General Steel, headquartered in Beijing,
China, produces a variety of steel products including rebar, high-speed wire and spiral-weld pipe. The Company has operations in
China's Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region, and Tianjin municipality with seven million metric tons
of crude steel production capacity under management. For more information, please visit www.gshi-steel.com.
To be added to the General Steel email
list to receive Company news, or to request a hard copy of the Company’s Annual Report on Form 10-K, please send your request
to generalsteel@asiabridgegroup.com.
General Steel Holdings, Inc.
Page 2 of 2
Forward-Looking Statements
This press release may contain certain
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based
on management's current expectations or beliefs about future events and financial, political and social trends and assumptions
it has made based on information currently available to it. The Company cannot assure that any expectations, forecasts or assumptions
made by management in preparing these forward-looking statements will prove accurate, or that any projections will be realized.
Actual results could differ materially from those projected in the forward-looking statements as a result of inaccurate assumptions
or a number of risks and uncertainties. These risks and uncertainties are set forth in the Company's filings under the Securities
Act of 1933 and the Securities Exchange Act of 1934 under "Risk Factors" and elsewhere, and include: (a) those risks
and uncertainties related to general economic conditions in China, including regulatory factors that may affect such economic conditions;
(b) whether the Company is able to manage its planned growth efficiently and operate profitable operations, including whether its
management will be able to identify, hire, train, retain, motivate and manage required personnel or that management will be able
to successfully manage and exploit existing and potential market opportunities; (c) whether the Company is able to generate sufficient
revenues or obtain financing to sustain and grow its operations; (d) whether the Company is able to successfully fulfill our primary
requirements for cash; and (e) other risks, including those disclosed in the Company's most recent Annual Report on Form 10-K,
filed with the United States Securities and Exchange Commission. Forward-looking statements contained herein speak only as of the
date of this release. The Company does not undertake any obligation to update or revise publicly any forward-looking statements,
whether to reflect new information, future events or otherwise.
Contact Us
General Steel Holdings, Inc.
Joyce Sung
Tel: +1-347-534-1435
Email: joyce.sung@gshi-steel.com
Asia Bridge Capital Limited
Carene Toh
Tel: +1-888-957-3362
Email: generalsteel@asiabridgegroup.com
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