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 21, 2016
SINO AGRO FOOD, INC.
(Exact Name of Registrant as Specified in Charter)
|
Nevada |
000-54191 |
33-1219070 | ||
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
|
Room 3801, Block A, China Shine Plaza No. 9 Lin He Xi Road Tianhe District Guangzhou City, P.R.C. |
510610 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (860) 20 22057860
Copies to:
Sichenzia Ross Ference Kesner LLP
621Broadway, 32nd Floor
New York, NY 10006
Attn. Marc J. Ross, Esq.
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 DFR 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.
On December 20, 2016, at the Annual Meeting of Shareholders of Sino Agro Food, Inc. (the “Company”), the Company’s shareholders approved (i) electing seven directors named by the Company (Lee Yip Kun, Daniel Ritchey, Tan Poay Teik, Chen Bor Hann, Yap Koi Ming, Nils-Erik Sandberg and Soh Lim Chang), (ii) ratification of ECOVIS David Yeung Hong Kong as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 (“Auditor Ratification”) (iii) the Company’s 2016 Stock Incentive Plan, (iv) by non-binding vote, the executive compensation disclosed in the Proxy Statement (the “Executive Compensation Advisory Vote”), and (v) by non-binding vote, the frequency with which the Company should conduct future shareholder advisory votes on named executive officer compensation (“Advisory Vote Frequency”).
As of October 28, 2016, the record date for the meeting, the Company had outstanding and entitled to vote 22,656,859 shares of common stock and 100 shares of its outstanding Series A Preferred Stock. The 100 shares of Series A Preferred Stock carry the voting power of eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of shareholders of the Company or action by written consent of our shareholders. Each outstanding share of the Series A Preferred Stock shall represent its proportionate share of the 80%, which is allocated to the outstanding shares of Series A Preferred Stock. Accordingly, the 100 shares of Series A Preferred Stock carry the voting power of 90,627,436 shares of Common Stock for an aggregate of 113,284,295 shares of capital stock voting as a single class eligible to be cast on any matter paced before the shareholders. The vote for each proposal was as follows:
| Proposal | For | Against | Withheld | Abstain | Broker Non-Votes | ||||||||||||||
| 1. Election of Seven Directors | |||||||||||||||||||
| Lee Yip Kun (Solomon) | 92,451,479 | 168,380 | 92,619,859* 5,143,523** | ||||||||||||||||
| Daniel Ritchey | 92,486,774 | 133,085 | 92,619,859* 5,143,523** | ||||||||||||||||
| Tan Poay Teik (Peter) | 92,444,782 | 175,077 | 92,619,859* 5,143,523** | ||||||||||||||||
| Chen Bor Hann (Michael) | 92,442,762 | 177,097 | 92,619,859* 5,143,523** | ||||||||||||||||
| Yap Koi Ming (George) | 92,433,172 | 186,687 | 92,619,859* 5,143,523** | ||||||||||||||||
| Nils-Erik Sandberg | 92,471,683 | 148,176 | 92,619,859* 5,143,523** | ||||||||||||||||
| Soh Lim Chang (Anthony) | 92,436,367 | 183,492 | 92,619,859* 5,143,523** | ||||||||||||||||
| 2. Auditor Ratification | 97,179,175 | 506,603 | 77,603 | 97,763,382* | |||||||||||||||
3. 2016 Stock Incentive Plan
| 92,248,328 | 202,878 | 168,653 | 92,619,859* 5,143,523** | |||||||||||||||
| 4. Executive Compensation Advisory Vote | 92,272,533 | 174,672 | 172,654 | 92,619,859* 5,143,523** | |||||||||||||||
5. Advisory Vote Frequency
| 92,543,162* 5,143,523** | ||||||||||||||||||
| 1 Year | 1,360,119 | 76,697 | |||||||||||||||||
| 2 Years | 113,300 | ||||||||||||||||||
| 3 Years | 91,069,743 | ||||||||||||||||||
| *Total **Broker Non-Vote | |||||||||||||||||||
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.
| SINO AGRO FOOD, INC. | ||
| Date: December 21, 2016 | By: | /s/ LEE YIP KUN SOLOMON |
| Lee Yip Kun Solomon Chairman and Chief Executive Officer | ||