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EX-99.1 - GENERAL STEEL HOLDINGS INC | v188711_ex99-1.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): June 21, 2010
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)
|
Room
2315, Kun Tai International Mansion Building, Yi No 12, Chaoyangmenwai
Ave.,
Chaoyang
District, Beijing 100020
(Address
of principal executive offices)
Registrant’s
telephone number, including area code:
+ 86 (10) 58797346
(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))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM 5.07
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SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS.
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The annual meeting of the
shareholders for the fiscal year ended December 31, 2009
(the “Meeting”) of General Steel Holdings, Inc. (the “Company”) was
held on June 21, 2010. Sufficient shares of capital stock of the
Company were present at the Meeting, in person or by proxy, to constitute the
quorum required by the Bylaws of the Company for Proposals 1, 2 and
3. The voting results for each of the three proposals are set forth
below.
Proposal
1. The nine nominees
to the Board of Directors of the Company were elected based upon the following
votes and, except as otherwise required by law, by the Company’s Articles of
Organization or by the Company’s Bylaws, hold office until the next annual
meeting of shareholders and thereafter until their successors have been elected
and qualified or until his earlier resignation or removal:
Director
Nominee
|
Common
Stock Votes
For
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Series A Preferred Stock
Votes For(1)
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Votes
Against
|
Abstentions
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Broker
Non-Votes
|
||||||||||
Zuosheng
Yu
|
25,628,043 | 22,223,869 | 197,045 | 49,748 | 23,670,732 | ||||||||||
John
Chen
|
25,587,388 | 22,223,869 | 243,829 | 43,619 | 23,670,732 | ||||||||||
Ross
Warner
|
25,618,792 | 22,223,869 | 210,464 | 45,580 | 23,670,732 | ||||||||||
Danli
Zhang
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25,632,913 | 22,223,869 | 194,804 | 47,119 | 23,670,732 | ||||||||||
Qinghai
Du
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25,639,943 | 22,223,869 | 190,745 | 44,148 | 23,670,732 | ||||||||||
Zhongkui
Cao
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25,628,912 | 22,223,869 | 198,155 | 47,769 | 23,670,732 | ||||||||||
John
Wong
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25,624,973 | 22,223,869 | 204,694 | 45,169 | 23,670,732 | ||||||||||
Chris
Wang
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25,571,563 | 22,223,869 | 259,225 | 44,048 | 23,670,732 | ||||||||||
James
Hu
|
25,636,263 | 22,223,869 | 193,725 | 44,848 | 23,670,732 |
Proposal
2. The proposal to ratify the
appointment of Frazer Frost, LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2010 was approved based
upon the following votes:
Common Stock
Votes For
|
Series A Preferred
Stock Votes For(1)
|
Votes Against
|
Abstentions
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Broker
Non-Votes
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|||||||||
40,782,548 | 22,223,869 | 885,161 | 171,832 | 0 |
Proposal
3. The proposal to approve Amendment
No. 1 to the Company’s 2008 Equity Incentive Plan to increase the number of
shares of common stock reserved for issuance by 1,000,000 to 2,000,000 shares
was approved based upon the following votes:
Common Stock
Votes For
|
Series A Preferred
Stock Votes For(1)
|
Votes Against
|
Abstentions
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Broker
Non-Votes
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|||||||||
25,360,957 | 22,223,869 | 456,063 | 57,817 | 23,670,731 |
(1)
As of the record date, the Company had 51,855,695 shares of common stock, par
value $0.001 per share (“Common Stock”) issued and outstanding and 3,092,899
shares of Series A Preferred Stock, par value $0.001 per share (“Series A
Preferred Stock,” and together with the Common Stock, “Voting
Stock”) issued and outstanding. The 3,092,899 shares
Series A Preferred Stock have aggregate voting rights equal to 30% of the
Company’s total Voting Stock. With respect to the Meeting, these
voting rights represented the Common Stock equivalent of 22,223,869
votes.
ITEM 8.01
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OTHER
EVENTS.
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On June
22, 2010, the Company issued a press release announcing the results of the
Meeting at which all three of the proposals were approved. A copy of this
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(d)
Exhibits.
Exhibit No.
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Document Description
|
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99.1
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Press
release of General Steel Holdings, Inc. dated June 22,
2010
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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.
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By:
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/s/
John Chen
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Name:
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John
Chen
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Title:
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Chief
Financial Officer
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Dated:
June 22, 2010