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 18, 2018 (December 15, 2018)
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.) |
|
No. 8 Han Huang Road 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| 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 December 15, 2018 in Wuhan, China, three proposals were submitted to and approved by the stockholders. The proposals are described in detail in the Company’s Definitive Proxy Statement on Form DEF 14A filed with the U.S. Securities and Exchange Commission on November 16, 2018. The final results for the votes regarding each proposal are set forth below.
1. Stockholders elected following five directors to the Company’s Board of Directors to hold office for a one-year term until the annual meeting of stockholders in 2019 or until their successors are elected and qualified. The votes for each of the nominees were as follows:
| For | Against | Abstained | Broker Non-Votes | |||||||||||||
| Zhihong Jia | 698,971 | 29 | 33,321 | 36,352,384 | ||||||||||||
| Guang Chen | 697,494 | 1,506 | 33,321 | 36,352,384 | ||||||||||||
| Alice Io Wai Wu | 698,485 | 515 | 33,321 | 36,352,384 | ||||||||||||
| Jun Wang | 698,981 | 19 | 33,321 | 36,352,384 | ||||||||||||
| Zhiyong Xia | 698,989 | 11 | 33,321 | 36,352,384 | ||||||||||||
2. Stockholders ratified the selection of Friedman LLP as independent registered public accounting firm for the fiscal year ending December 31, 2018. The votes regarding this proposal were as follows:
| For | Against | Abstained | Broker Non-Votes | ||||||||||
| 36,930,763 | 132,083 | 21,859 | 0 | ||||||||||
3. Stockholders approved, on a non-binding advisory basis, the compensation of the Named Executive Officers (the Say-on-Pay vote). The votes regarding this proposal were as follows:
| For | Against | Abstained | Broker Non-Votes | ||||||||||
| 652,727 | 66,701 | 12,893 | 36,352,384 | ||||||||||
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: December 18, 2018