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 22, 2010
 
COGO GROUP, INC.
 
(Exact Name of Registrant as Specified in Charter)
 

Maryland
000-02642
52-0466460
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)


Room 10001,
Tower C, Skyworth Building,
High-Tech Industrial Park,
Nanshan, Shenzhen 518057, PRC
(Address of Principal Executive Offices and Zip Code)

 
Registrant’s telephone number, including area code: 011-86-755-267-43210
 


(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))
 
oPre-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.
 
Cogo Group, Inc. (the “Company”) held its annual meeting of stockholders on December 22, 2010 (the “Annual Meeting”).  There were 35,326,447 shares of common stock entitled to be voted, and 32,254,687 shares present in person or by proxy, at the Annual Meeting.

Three items of business were acted upon by stockholders at the Annual Meeting. The voting results are as follows:

1.
Election of Directors.
 
Stockholders elected all of the Company’s nominees for director for one-year terms expiring on the date of the Annual Meeting in 2011.
 
   
Votes For
 
Withheld
 
Broker Non-Votes
             
Jeffrey Kang
 
26,755,560
 
3,644,782
 
1,854,345
             
Frank Zheng
 
28,300,777
 
277,675
 
3,676,235
             
Q.Y. Ma
 
28,300,582
 
277,870
 
3,676,235
             
JP Gan
 
27,457,383
 
1,121,159
 
3,676,145
             
George Mao
 
26,160,600
 
2,417,852
 
3,676,235
   
2.
Approval of the Company’s Independent Accountants.
  
Stockholders ratified the appointment of KPMG as the Company’s independent accountants for 2010.
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
             
32,160,405
 
45,503
 
48,779
 
0
   
 
2

 
   
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 hereunto duly authorized.
  
 
COGO GROUP, INC.
 
       
Dated:  December 27, 2010
By:
/s/ Frank Zheng  
   
Name: Frank Zheng
 
   
Title:   Chief Financial Officer
 
       
 
 
 
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