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 27, 2013
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. 3 to 2008 Equity Incentive Plan
On December 27, 2013, at the annual meeting of the stockholders (the “Stockholders”) of General Steel Holdings, Inc. (the “Company”) for the fiscal year ended December 31, 2012 (the “Annual Meeting”), the Stockholders approved Amendment No. 3 (“Amendment No. 3”) to the Company's 2008 Equity Incentive Plan (the “Plan”) to increase the number of shares of common stock reserved for issuance thereunder to 5,000,000.
The descriptions of the Plan and Amendment No. 3 are qualified in their entirety by reference to the Plan and Amendment No. 3, copies of which are included as Appendix A and Appendix D, respectively, to the Company’s Definitive Proxy Statement, filed with the United States Securities and Exchange Commission on December 3, 2013 (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 2014 and until their respective successors are elected and qualified:
Director Nominee |
Common Stock Votes For |
Series A Preferred Stock Votes For(1) |
Votes Against |
Abstentions |
Broker Non-Votes |
|||||||||
Zuosheng Yu | 21,804,326 | 24,887,587 | 333,027 | 190,499 | 25,542,054 | |||||||||
John Chen | 21,633,066 | 24,887,587 | 504,287 | 190,499 | 25,542,054 | |||||||||
Angela He | 21,390,651 | 24,887,587 | 736,727 | 200,474 | 25,542,054 | |||||||||
Zhongkui Cao | 21,744,836 | 24,887,587 | 383,517 | 199,499 | 25,542,054 | |||||||||
James Hu | 21,440,441 | 24,887,587 | 689,995 | 197,416 | 25,542,054 |
Proposal 2. The appointment of Friedman LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2013, was ratified based upon the following votes:
Common Stock Votes For |
Series A Preferred Stock Votes For(1) |
Votes Against | Abstentions | ||||||
45,405,195 | 24,887,587 | 1,995,078 | 469,633 |
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 5,000,000, 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 |
||||||||
21,516,049 | 24,887,587 | 765,769 | 46,034 | 25,542,054 |
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 | ||||||
40,774,514 | 24,887,587 | 6,559,743 | 535,649 |
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 |
||||||||
21,724,877 | 24,887,587 | 333,395 | 269,580 | 25,542,054 |
(1) As of the close of business on December 2, 2013, the record date for the Annual Meeting, the Company had 58,071,038 shares 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, such voting rights represented the Common Stock equivalent of 24,887,587 votes.
ITEM 8.01 OTHER EVENTS.
On January 2, 2014, 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 2, 2014. |
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. | |||
By: | /s/ John Chen | ||
Name: | John Chen | ||
Title: | Chief Financial Officer |
Dated: January 2, 2014
Exhibit 99.1
General Steel Announces Shareholder Resolutions Adopted at 2013 Annual General Meeting
BEIJING – January 2, 2014 – General Steel Holdings, Inc. (“General Steel” or the “Company”) (NYSE: GSI), a leading non-state-owned steel producer in China, today announced the proposals (the “Proposals”) brought before the Company’s stockholders (the “Stockholders”) at its 2013 annual meeting of the Stockholders (the “Annual Meeting”), which was held on December 27, 2013.
The Stockholders took the following actions regarding the Proposals:
1. | Elected five members to General Steel’s Board of Directors to serve until the annual meeting of Stockholders to be held in 2014 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, 2013; |
3. | Approved and ratified an amendment to the Company’s 2008 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder to 5,000,000; |
4. | Approved, on a non-binding basis, the compensation of the Company’s Named Executive Officers; and |
5. | Approved a reverse stock split (the “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 the Reverse Split, with the exact ratio to be determined by the Company’s Board of Directors. |
Company regained compliance with continued listing standards of minimum share price requirement; Board deemed Reverse Split unnecessary at this time:
At the Annual Meeting, Stockholders holding a total of approximately 70% of the Company’s common stock voted in favor of the Reverse Split. The Reverse Split intended to aid the Company in regaining compliance with the New York Stock Exchange’s (the “NYSE”) minimum average closing price continued listing standard (the “Continued Listing Standard”). On December 6, 2013, the Company received confirmation from the NYSE that it had regained compliance with the Continued Listing Standard of minimum share price requirement of $1.00, after its closing price and 30-trading day average price reached $1.07 and $1.00, respectively, on November 29, 2013. Therefore, the board of directors of the Company decided not to effectuate the Reverse Split at this time, although it may still do so in the future if it determines that such actions are in the best interests of the Company and the Stockholders.
General Steel Holdings, Inc.
Page 2 of 2
About General Steel Holdings, Inc.
General Steel Holdings, Inc., 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.
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, but are not limited to: (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 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.
In China:
Jenny Wang
Tel: +86-10-5775-7691
Email: jenny.wang@gshi-steel.com
In the US:
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: mailto:generalsteel@asiabridgegroup.com