8-K

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):

October 22, 2010

AXION INTERNATIONAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Colorado (State or Other Jurisdiction of Incorporation) 0-13111 (Commission File Number) 84-0846389 (IRS Employer Identification No.)

180 South Street, Suite 104, New Providence, NJ 07974

(Address of Principal Executive Offices, including Zip Code)

Registrant's telephone number, including area code: 908-542-0888

Not Applicable

(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.

Item 8.01 Other Events.

Axion International Holdings, Inc. (the “Company”) held an Annual Meeting of Stockholders on October 22, 2010.  At the meeting, stockholders approved the following:

1.  Election of Directors to the Board of Directors:

Nominees	For	Withheld	Non-Votes
James Kerstein	8,882,004	2,564,115	5,335,778
Michael Dodd	11,068,124	377,995	5,335,778
Perry P. Jacobson	11,071,443	374,676	5,335,778
Bradley C. Love	9,406,598	2,039,521	5,335,778
Alan Siegel	9,411,786	2,034,333	5,335,778
Miles Slater	9,407,254	2,038,865	5,335,778

2.  Ratification of the appointment of Jewett, Schwartz, Wolfe and Associates as our independent accountants, to audit the financial statements of the Company for the year ending September 30, 2010:

For: 14,201,357 Against: 2,559,303 Abstain: 21,237 Non-Vote: 0

3.  Adoption of our 2010 Stock Option Plan:

For: 8,834,878 Against: 2,605,212 Abstain: 6,029 Non-Vote: 5,335,778

At the Board of Directors Meeting held immediately after the Annual Meeting, James Kerstein was appointed Chief Technology Officer.  In light of this new appointment and added duties, Mr. Kerstein resigned as Chairman of the Board of Directors of the Company.  Mr. Kerstein remains Chief Executive Officer and a member of the Board of Directors.  In Mr. Kerstein’s place, effective October 22, 2010, Perry P. Jacobson was elected to serve as Chairman of the Board.     

For more information, please see the October 28, 2010 press release filed as exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits:

99.1 Press Release dated October 28, 2010

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 28, 2010

AXION INTERNATIONAL HOLDINGS, INC.
s/ Steven Silverman
Name:	Steven Silverman
Title:	President

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

AXION INTERNATIONAL NAMES WALL STREET VETERAN, PERRY JACOBSON, CHAIRMAN OF THE BOARD

NEW PROVIDENCE, N.J.  October 28, 2010 – Axion International (OTCBB: AXIH) producer of the world’s strongest recycled, composite plastic industrial building products, announced today that Wall Street veteran, Perry Jacobson, has been named new Chairman of the Board. By relinquishing his role as Chairman, co-Founder, Jim Kerstein, in addition to maintaining his responsibilities as CEO, will focus increasingly on developing new products and applications for Axion’s unique Recycled Structural composite (RSC) through his close relationships at Rutgers University as the company’s Chief Technology Officer.

“Now is the right time for me to hand over the Chairmanship of Axion to our most qualified Board of Directors Member and for me to transition into a role that best serves our company and in what I believe is more in alignment with my strengths,” stated Kerstein. “Perry’s capital market’s and Wall Street experience are exactly what Axion needs as we shift from a product development and proving phase into an aggressive product deployment and go-to-market expansion phase.”

“I am honored and excited to accept the appointment as Axion’s new Board Chairman and I couldn’t agree more with Jim that the period we’re now entering is one of bringing Axion’s recycled plastic building materials to mass market,” said Jacobson. “Jim‘s career in plastics and his close collaboration with Rutgers University helped develop the strongest recycled plastic ever used in the heavy-construction industry. We expect our proven materials to experience widespread acceptance across an extremely diverse range of applications as we further integrate Axion into the railway industry, marine environments and as we continue to expand in green-tech infrastructure re-development. I look forward to working with our new President, Steve Silverman, in spearheading that strategic shift and to making sure the markets are aware of and fully grasp the significance of Axion’s game-changing propositions.”

Jacobson is currently Managing Director of Brookstone Partners, where he is responsible for managing the company’s Mezzanine Capital, LLC, a captive mezzanine fund that primarily invests alongside Brookstone Partners' equity capital as well as working with the firm's Limited Partners. Prior to joining Brookstone, Mr. Jacobson was a specialist on the New York Stock Exchange from 1982 to 2004. He started his career with CMJ Partners and continued with Wagner, Stott and Mercator after their merger. He became a member of the managing committee at each firm where he was involved in both day-to-day and policy decisions. Mr. Jacobson was also a NYSE Floor Governor and a member of the NYSE Market Performance Committee, which sets rules and procedures for NYSE trading.

About Axion International

Axion International is a leading structural solution provider of cost-effective alternative infrastructure and building products. The Company’s "green" proprietary technologies allow for the development and manufacture of innovative structural products made from 100% recycled consumer and industrial plastics. Axion's up-cycled products are an economic and sustainable alternative to traditional building materials such as wood, steel or concrete. Developed in collaboration with scientists at Rutgers University, Axion's patented technologies allow for products that are extremely strong, durable, flexible in design, and low maintenance.

For additional information, please visit Axion’s corporate website:

www.axionintl.com

Corporate Relations

Jason Baum

908-542-0888

jbaum@axionintl.com

Media Relations

Sean Mahoney

310-867-0670

seamah@gmail.com