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 1934
Date of Report (Date of earliest event reported):
December 30, 2015
General
Steel Holdings, Inc.
(Exact name of registrant as specified in charter)
Nevada |
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001-33717 |
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41-2079252 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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Level 2, Building G,
No. 2A Chen Jia Lin, Ba Li Zhuang,
Chaoyang District, Beijing, China 100025 |
(Address of Principal Executive Offices) |
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Registrant’s telephone number, including area code: |
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+ 86 (10) 85723073 |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of 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(b) under
the Exchange Act (17 CFR 240.14a-12(b)) |
| ¨ | 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; OFFICERS. ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS. |
Amendment No. 5 to 2008 Equity Incentive Plan
On December 30, 2015, at the annual meeting of the stockholders
(the “Stockholders”) of General Steel Holdings, Inc. (the “Company”) for the fiscal year ended December
31, 2014 (the “Annual Meeting”), the Stockholders approved Amendment No. 5 (“Amendment No. 5”) 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 2,000,000.
The descriptions of the Plan and Amendment No. 5 are qualified
in their entirety by reference to the Plan and Amendment No. 5, copies of which are included as Appendix A and Appendix F,
respectively, to the Company’s Definitive Proxy Statement, filed with the United States Securities and Exchange Commission
on December 14, 2015 (the “Proxy Statement”), and incorporated herein by reference.
ITEM 5.07 |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
On December 30, 2015, the Company held its Annual Meeting. The
following matters were considered at the Meeting and the voting results for each of the 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 2016 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 | |
9,713,604 | |
7,113,169 | |
24,140 | |
- |
John Chen | |
9,680,689 | |
7,113,169 | |
57,055 | |
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Angela He | |
9,591,435 | |
7,113,169 | |
146,309 | |
- |
Zhongkui Cao | |
9,591,498 | |
7,113,169 | |
146,246 | |
- |
James Hu | |
9,592,818 | |
7,113,169 | |
144,926 | |
- |
Proposal 2. The
appointment of Friedman LLP as the independent registered public accounting firm of the Company for the fiscal year ending December
31, 2015, was ratified based upon the following votes:
Common Stock Votes For | |
Series A Preferred Stock Votes For(1) | |
Votes Against | |
Abstentions |
9,723,647 | |
7,113,169 | |
13,164 | |
933 |
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 2,000,000, 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 |
9,623,351 | |
7,113,169 | |
82,386 | |
32,007 | |
- |
Proposal 4. The
compensation of the Company’s Named Executive Officers was approved on a non-binding advisory vote based upon the following
votes:
Common Stock Votes For | |
Series A Preferred Stock Votes For(1) | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
9,628,810 | |
7,113,169 | |
82,167 | |
26,767 | |
- |
(1) As
of the close of business on December 8, 2015, the record date for the Meeting, the Company had 16,597,395 shares (excluding 494,462
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
Meeting and the vote tallies above, such voting rights represented the Common Stock equivalent of 7,113,169 votes.
ITEM 8.01 OTHER EVENTS.
On December 31, 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
| 99.1 | Press Release issued on December 31, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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GENERAL STEEL HOLDINGS, INC. |
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By: |
/s/ John Chen |
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Name: |
John Chen |
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Title: |
Chief Financial Officer |
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Dated: December 31, 2015
Exhibit Index
Exhibit No. |
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Description |
99.1 |
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Press Release issued on December 31, 2015 |
Exhibit 99.1
![](http://www.sec.gov/Archives/edgar/data/1239188/000114420415073646/logo.jpg)
General
Steel Announces Shareholder Resolutions Adopted at 2015 Annual General Meeting
BEIJING – December 31, 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 2015 annual general
meeting of shareholders, held on December 30, 2015.
General Steel’s shareholders took
the following actions relating to the proposals:
| · | Elected five members to its Board of Directors
(Zuosheng Yu, John Chen, Angela He, Zhongkui Cao and James Hu) to serve until the annual meeting of shareholders to be held in
2016 and until their respective successors are elected and qualified; |
| · | Ratified the appointment of Friedman LLP
as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2015; |
| · | 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 2,000,000; and |
| · | Approved, on a non-binding advisory vote
basis, the compensation of the Company’s Named Executive Officers. |
About General Steel
General Steel Holdings, Inc. is headquartered
in Beijing, China and produces a variety of steel products including rebar and high-speed wire. Through its majority equity interest
in Catalon, the Company also develops and manufactures De-NOx honeycomb catalysts and industrial ceramics.
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 investor.relations@ gshi-steel.com.
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, 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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