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): July 2, 2013

ARMCO METALS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (650) 212-7620

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):

[ ]  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 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Item 5.07  Submission of Matters to a Vote of Security Holders.

The results of the voting on the matters submitted to the stockholders are as follows:

1.  To elect five directors to serve as members of the Board of Directors until the 2014 annual meeting of stockholders or until their successors are duly elected.  

The five candidates above received the five highest numbers of affirmative votes to be elected as a director. Each of the five candidates above was elected to serve as a member of the Board of Directors at the Annual Meeting until the Company’s next annual meeting or until their respective successors are duly elected and qualified.

2. To approve an amendment to the Amended and Restated 2009 Stock Incentive Plan, as amended, to increase the shares of our common stock available for issuance thereunder by 3,000,000 shares. 

4. An advisory vote to approve the compensation of the named executive officers.

5. An advisory vote to determine the frequency of future advisory votes on the compensation of the named executive officers.

6. To ratify the Appointment of Li & Company, PC as the Company’s independent registered public accounting firm for the fiscal year ending on December 31, 2013.   

The votes cast “FOR” the ratification of the appointment of Li & Company, PC as the Company’s independent registered public accounting firm for the fiscal year ending on December 31, 2013 exceeded the votes cast against the proposal. The appointment of Li & Company, PC as the Company’s independent registered public accounting firm for the fiscal year ending on December 31, 2013 was ratified at the Annual Meeting.

For more information on the above proposals, see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 21, 2013 and the supplement to the definitive proxy statement filed on July 2, 2013, the relevant portions of which are incorporated herein by reference. 

At the Annual Meeting, the Company’s stockholders approved, on an advisory basis, a three-year frequency for future shareholder advisory votes on executive compensation. In light of the outcome of the advisory vote by the Company’s stockholders, the Company has determined to include an advisory vote to approve executive compensation in its proxy materials every three years.

Item 9.01 Financial Statements and Exhibits.

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, thereunto duly authorized.