0001213900-13-007148.txt : 20131211 0001213900-13-007148.hdr.sgml : 20131211 20131211063032 ACCESSION NUMBER: 0001213900-13-007148 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131210 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131211 DATE AS OF CHANGE: 20131211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cleantech Solutions International, Inc., CENTRAL INDEX KEY: 0000819926 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY) [3550] IRS NUMBER: 752233445 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34591 FILM NUMBER: 131269701 BUSINESS ADDRESS: STREET 1: NO. 9 YANYU MIDDLE ROAD QIANZHOU VILLAGE STREET 2: HUISHAN DISTRICT, WUXI CITY CITY: JIANGSU PROVINCE, STATE: F4 ZIP: 00000 BUSINESS PHONE: (86) 51083397559 MAIL ADDRESS: STREET 1: NO. 9 YANYU MIDDLE ROAD QIANZHOU VILLAGE STREET 2: HUISHAN DISTRICT, WUXI CITY CITY: JIANGSU PROVINCE, STATE: F4 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: China Wind Systems, Inc DATE OF NAME CHANGE: 20071221 FORMER COMPANY: FORMER CONFORMED NAME: MALEX INC DATE OF NAME CHANGE: 19920703 8-K 1 f8k121013_cleantech.htm CURRENT REPORT f8k121013_cleantech.htm
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 10, 2013
 
CLEANTECH SOLUTIONS INTERNATIONAL, INC.
(Exact name of registrant as specified in Charter)
 
Nevada
  
001-34591
  
90-0648920
(State or other jurisdiction of incorporation or organization)
  
(Commission File No.)
  
(IRS Employee Identification No.)
 
No. 9 Yanyu Middle Road
Qianzhou Village, Huishan District, Wuxi City
Jiangsu Province, People’s Republic of China
 (Address of Principal Executive Offices)
 
(86) 51083397559
 (Registrant’s Telephone number)
 
Copies to:
Asher S. Levitsky PC
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105-0302
Phone: (212) 370-1300
Fax: (646) 895-7182
E-mail: alevitsky@egsllp.com

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(b) under the Exchange Act (17 CFR 240.14a-12(b))
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.

On December 10, 2013, the Company held its 2013 annual meeting of stockholders. The matters voted upon were the election of directors, a non-binding advisory vote on the Company’s 2013 executive compensation, a non-binding advisory vote recommending the frequency of advisory votes on executive compensation and the approval of an amendment to the Company’s 2010 Long-Term Incentive Plan.
 
Each of the nominees for director recommended by the nominating committee and approved by the board of directors was elected.  The results of the voting for the members of the board of directors were as follows:
 
Name
  
Votes For
    
Votes Withheld
  
Jianhua Wu
     1,306,054       13,210  
Fu Ren Chen
     1,301,849       17,415  
Xi Lui
     1,301,769       17,495  
Baowen Wang
     1,301,869       17,395  
Tianziang Zhou
     1,306,034       13,230  
 

The proposal to approve, by a non-binding vote, executive compensation for 2012 was approved by a vote of 1,292,917 shares in favor, 21,446 shares against and 4,901 shares abstaining.
 
The non-binding votes on the frequency of votes on executive compensation was approved for three years.  The vote for the frequency was as follows:
 
Frequency
  
Votes
  
One year
     56,813  
Two Years
     38,203  
Three Years
     1,213,864  
Abstain
     10,384  
 
Based on the stockholder vote, the Company will request a non-binding advisory vote on executive compensation every three years.
 
The amendment to the 2010 Long-Term Incentive Plan was approved by a vote of 1,273,160 shares in favor, 41,169 shares against and 4,935 shares abstaining.
 
Item 7.01   Regulation FD Disclosure.
 
On December 10, 2013, the Company issued a press release announcing the results of the 2013 annual meeting of stockholders. A copy of the press release is attached hereto as Exhibit 99.1.
 
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
 
Item 9.01   Financial Statements and Exhibits.

(d)    Exhibits.

99.1        Press release issued December 10, 2013.

 
 
 
 
SIGNATURES
 
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 hereunto duly authorized.
 
Date: December 11, 2013
  
   
   
By:  
/s/ Adam Wasserman
 
Adam Wasserman
 
Chief Financial Officer


EX-99.1 2 f8k121013ex99i_cleantech.htm PRESS RELEASE f8k121013ex99i_cleantech.htm

Exhibit 99.1

For Immediate Release

Cleantech Solutions International Announces Results of Annual Meeting of Stockholders

Wuxi, Jiangsu Province, China – December 10, 2013 –Cleantech Solutions International, Inc. (“Cleantech Solutions” or “the Company”) (NASDAQ: CLNT), a manufacturer of metal components and assemblies used in various clean technology and manufacturing industries and textile dyeing and finishing machines, today announced the results of the Company’s 2013 Annual Meeting of Stockholders (the “Annual Meeting”), which was held on December 10, 2013 in Wuxi City, People’s Republic of China.

At the Annual Meeting, Cleantech Solutions’ stockholders:

·  
Elected Jianhua Wu, Fu Ren Chen, Xi Liu, Baowen Wang and Tianziang Zhou as directors;
·  
Approved a non-binding advisory vote on the Company’s 2012 executive compensation;
·  
Voted that a  non-binding advisory vote on executive compensation be submitted to shareholders every three years;
·  
Approved the amendment to to the Company’s 2010 Long-Term Incentive Plan.

About Cleantech Solutions International

Cleantech Solutions is a manufacturer of metal components and assemblies used in various clean technology and manufacturing industries and textile dyeing and finishing machines. The Company supplies forging products, fabricated products and machining services to a range of clean technology and manufacturing customers and supplies dyeing and finishing equipment to the textile industry. Cleantech Solutions is committed to achieving long-term growth through ongoing technological improvement, capacity expansion, and the development of a strong customer base. The Company’s website is
www.cleantechsolutionsinternational.com. Any information on the Company’s website or any other website is not a part of this press release.

Safe Harbor Statement

This release contains certain “forward-looking statements” relating to the business of the Company and its subsidiary and affiliated companies. These forward looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects” or similar expressions. Such forward looking statements involve known and unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website, including factors described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the year ended December 31, 2012 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-Q for the quarter ended September 30, 2013.  All forward-looking statements attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety by these factors other than as required under the securities laws. The Company does not assume a duty to update these forward-looking statements.

Company Contacts:
Cleantech Solutions International, Inc.
Adam Wasserman, CFO
E-mail: adamw@cleantechsolutionsinternational.com
Web: www.cleantechsolutionsinternational.com

Compass Investor Relations
Elaine Ketchmere, CFA
Email: eketchmere@compass-ir.com
Web:  www.compassinvestorrelations.com