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EX-99.1 - PRESS RELEASE - KINGOLD JEWELRY, INC. | v381738_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 16, 2014
KINGOLD JEWELRY, INC.
(Exact name of registrant as specified in its charter)
Delaware |
001-15819 |
13-3883101 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
15 Huangpu Science and Technology Park Jiang’an District Wuhan, Hubei Province, PRC |
430023 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (011) 86 27 65660703
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 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of Kingold Jewelry, Inc. (the “Company”) held on June 16, 2014, four proposals were submitted to and approved by the stockholders. The proposals are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 30, 2014. The final results for the votes regarding each proposal are set forth below.
1. Stockholders elected five directors to the Company’s Board of Directors to hold office for a one-year term until the annual meeting of stockholders in 2015 and until their successors are re elected and qualified. The votes for each of the nominees were as follows:
For | Withheld | Abstained | Broker Non-Votes | |||||
Zhihong Jia | 22,290,815 | 12,228 | 207,885 | 28,341,785 | ||||
Jun Wang | 22,289,815 | 13,228 | 207,885 | 28,341,785 | ||||
H. David Sherman | 22,282,570 | 20,473 | 207,885 | 28,341,785 | ||||
Guang Chen | 22,293,815 | 9,228 | 207,885 | 28,341,785 | ||||
Bin Nan Zhang | 22,293,815 | 9,228 | 207,885 | 28,341,785 |
2. Stockholders ratified the selection of Friedman LLP as independent registered public accounting firm for the fiscal year ending December 31, 2014. The votes regarding this proposal were as follows:
For | Against | Abstained | Broker Non-Votes | |||
50,080,835 | 631,019 | 140,859 | 0 |
3. Stockholders approved an advisory resolution regarding the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:
For | Against | Abstained | Broker Non-Votes | |||
22,103,882 | 388,392 | 18,653 | 28,341,786 |
4. Stockholders took an advisory vote to set the frequency at which Kingold should include an advisory vote regarding the compensation of the Company’s named executive officers in its future proxy statements for stockholder consideration every calendar year. The votes regarding this proposal were as follows:
One Year | Two Years | Three Years | Abstained | Broker Non-Votes | ||||
21,881,092 | 36,085 | 447,089 | 146,560 | 28,341,887 |
Item 8.01 Other Events.
On June 17, 2014, Kingold issued a press release announcing that the Board of Directors of the Company approved a special cash dividend of US$0.08 per share. The total amount of cash distributed in the dividend is expected to be approximately US$5.3 million. The dividend will be payable on or about July 31, 2014 to stockholders of record as of June 30, 2014. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit No. | Description |
99.1 | Press release of Kingold Jewelry, Inc., dated June 17, 2014 |
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.
KINGOLD JEWELRY, INC. | ||
By: | /s/ Bin Liu | |
Name: Title: |
Bin Liu Chief Financial Officer |
Date: June 20, 2014