SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): June 30, 2014
RECON TECHNOLOGY, LTD
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-34409 | N/A | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Room 1902, Building C, King Long International Mansion
No. 9 Fulin Road
Beijing, 100107
People’s Republic of China
(Address of principal executive offices and zip code)
025-52313015
(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 obligations 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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Recon Technology, Ltd. (the “Registrant”) held its 2014 Annual Meeting of Shareholders on June 30, 2014, at 9:00 a.m. EDT at Room 1902, King Long International Mansion, 9 Fulin Road, Beijing, People's Republic of China. The following tables reflect the tabulation of the preliminary voting results with respect to each proposal submitted to a vote of the Registrant’s shareholders at the 2014 Annual Meeting of Shareholders. The voting results below are only preliminary and are subject to change. The Registrant will file an amendment to this Current Report on Form 8-K to disclose the final results within four business days after they are known. Abstentions were counted as present for the purpose of establishing a quorum, but were not treated as votes cast on each respective proposal.
| PROPOSAL 1: Election of Directors | ||||
| a. | To elect one Class I member of the Board of Directors to serve terms expiring at the Annual Meeting of Shareholders following the fiscal year ending June 30, 2016 or until their successors are duly elected and qualified. The Class I nominee who received a plurality of the properly cast votes was Zhao Shudong, who were thereby elected to the Registrant’s Board of Directors. Zhao Shudong was elected by a vote of approximately 99.6% of the votes cast (excluding abstentions and broker non-votes). The tabulation of the preliminary voting results is as follows: | |||
| Nominee | For | Withheld | Abstain/Broker Non-Vote | ||||||
| Number | Percentage | Number | Percentage | Number | Percentage | ||||
| Zhao Shudong | 1,567,399 | 56.97% | 5,533 | 0.20% | 1,178,282 | 42.83% | |||
The Table below shows the composition of the Registrant’s Board of Directors and the Board committees following the 2014 Annual Meeting of Shareholders:
| Post-AGM Board | Independent | Committees | ||
| Yin Shenping | No | |||
| Chen Guangqiang | No | |||
| Hu Jijun | Yes | Audit, Nominating, Compensation* | ||
| Zhao Shudong | Yes | Audit, Nominating,* Compensation | ||
| Nelson N.S. Wong | Yes | Audit,* Nominating, Compensation |
* Chair of Committee
| PROPOSAL 2: Ratification of Appointment of Independent Auditor | ||||
| a. | To ratify the appointment of Friedman LLP as the Registrant’s independent registered public accountant for the fiscal year ending June 30, 2014. The proposal was approved by a vote of approximately 97.4% of the votes cast (excluding abstentions and broker non-votes). The tabulation of the preliminary voting results is as follows: | |||
| For | Withheld | Abstain/Broker Non-Vote | |||||
| Number | Percentage | Number | Percentage | Number | Percentage | ||
| 2,677,880 | 97.33% | 71,827 | 2.61% | 1,507 | 0.05% | ||
| PROPOSAL 3: Advisory Vote on Executive Compensation | ||||
| a. | To vote on an advisory, nonbinding resolution to approve the compensation of the Company's named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The proposal was approved by a vote of approximately 99.7% of the votes cast (excluding abstentions and broker non-votes). The tabulation of the preliminary voting results is as follows: | |||
| For | Withheld | Abstain/Broker Non-Vote | |||||
| Number | Percentage | Number | Percentage | Number | Percentage | ||
| 1,566,707 | 56.95% | 4,003 | 0.15% | 1,180,504 | 42.91% | ||
| PROPOSAL 4: Advisory Vote on Frequency of Vote on Executive Compensation Vote | ||||
| a. | To vote on an advisory, nonbinding resolution to approve the frequency of advisory votes on named executive officer compensation. Approximately 99.8% of the votes cast (excluding abstentions and broker non-votes) were voted in favor of “Every one year.” The tabulation of the preliminary voting results is as follows: | |||
| Every One Year | Every Two Years | Every Three Years | Abstain/Broker Non-Vote | ||||||||
| Number | Percentage | Number | Percentage | Number | Percentage | Number | Percentage | ||||
| 1,569,001 | 57.03% | 404 | 0.01% | 2,317 | 0.08% | 1,179,492 | 42.87% | ||||
Based on the preliminary results of the foregoing advisory votes, the Registrant will seek shareholder approval, on a nonbinding advisory basis, on the frequency of voting on executive compensation each year.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits.
| 99.1 | Press Release dated July 1, 2014 announcing results of voting at annual meeting of shareholders. |
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: July 1, 2014 | RECON TECHNOLOGY, LTD | |
| By: | /s/ Liu Jia | |
Name: Its: |
Liu Jia Chief Financial Officer | |
EXHIBIT INDEX
Exhibits.
| 99.1 | Press Release dated July 1, 2014 announcing results of voting at annual meeting of shareholders. |
At Recon Annual Shareholders Meeting, CEO Says Developments In FY 2014 Help Set The Stage For The Company's Long Term Growth
BEIJING, July 1, 2014 /PRNewswire/ -- In his address in Beijing at the Annual Meeting of Shareholders of Recon Technology, Ltd. (NASDAQ: RCON) ("Recon" or the "Company"), a leading independent oilfield services provider operating primarily in China, Chairman and CEO Mr. Yin Shenping said that while it is too early to make specific predictions about full year bottom line results for the fiscal year ending June 30, 2014, the Company already has exceeded prior year sales in the first nine months of the fiscal year.
Mr. Yin added, "Even more important in the fiscal 2013-2014 time frame has been the expansion and increased acceptance of our products by some of the largest companies in China's oil and gas industry." He stated further, "Ten years from today shareholders looking back at fiscal years 2013 and 2014 will see them as the launching point for what by then we believe will be a significantly larger, more dynamic company."
Recent Developments Buoy Optimism
Mr. Yin pointed to several recent developments that buoyed his optimism about the future, including the Company's solid performance in a slower economy, recognition by the Chinese government of the financial system reforms needed to achieve long term economic growth, and the new focus on improving the environment and safer drilling, while coal remains China's primary energy resource. He stated, "The combination of these factors point to continuing opportunities in China's oil and gas industry and for our Company in particular."
Faster Growth Possible
Noting the size and stature the Company has achieved in the industry, Mr. Yin said, "we believe we may be on the cusp of new degrees of faster growth and expansion," and he said that this may come from geographic expansion, growth via cooperation agreements and/or acquisitions, and thirdly, expansion to new segments of the energy industry.
A transcript of Mr. Yin's speech is available on the Recon website (see below).
Preliminary Shareholder Voting Results
About Recon
Recon Technology, Ltd. is China's first independent oil and gas field service company listed on NASDAQ (RCON). Recon has achieved rapid growth supplying China's largest oil and gas exploration companies, including Sinopec and China National Petroleum Corporation, with advanced automated technologies, efficient gathering and transportation equipment and reservoir stimulation measures closely working with leading global partners such as Baker Hughes. The solutions Recon provides are aimed at increasing gas and petroleum extraction levels, reducing impurities and lowering production costs. For additional information, please visit www.recon.cn.
Safe Harbor
This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks contained in reports filed by the company with the Securities and Exchange Commission.
All such forward-looking statements, whether written or oral, and whether made by or on behalf of the company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
Contacts:
Liu Jia
Recon Technology, Ltd.
+86 (10) 84945799
info@recon.cn
U.S. Investors
DGI Investor Relations
Ken Donenfeld
kdonenfeld@dgiir.com
1-1-212-425-5700