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): September 10, 2016

SMARTHEAT INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
001-34246
 
98-0514768
(State or other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
A-1, 10, Street 7
Shenyang Economic and Technological Development Zone
Shenyang, China
 
110141
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (86) 24-2519-7699

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 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

SmartHeat Inc., a Nevada corporation (the “Company”), held its annual meeting of stockholders on September 10, 2016 at 3:30 p.m., local China time. All of the Company’s nominated directors were elected and the all of the proposals considered were approved. The stockholders voted a total of 8,283,399 shares or 76% of the total number of shares eligible to vote on the record date constituting a quorum. The final voting results were as follows:

   
For
    
Withheld
    
Abstain
    
Broker
Non-Votes
  
(1) Election of Directors
                        
(a) Oliver Bialowons
    
5,153,168
      
15,328
      
3,114,903
      
1,129,365
  
(b) Kenneth Scipta
    
5,073,057
      
95,439
      
3,114,903
      
1,129,365
  
(c) Qingtai Kong
    
5,071,532
      
97,275
      
3,114,903
      
1,129,365
  
(d) Xin Li
    
5,071,221
      
97,275
      
3,114,903
      
1,129,365
  
(e) Weiguo Wang
    
5,071,532
      
96,920
      
3,114,947
      
1,129,365
  
   
For
    
Against
    
Abstain
    
Broker
Non-Votes
  
(2) To ratify the appointment of MJF & Associates as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.
    
6,142,638
      
99,715
      
2,140,106
          
(3) To approve the Fourth amendment to the Credit and Security Agreement, dated July 27, 2012, by and between the Company and Northtech Holdings, Inc., dated as of December 28, 2015.
    
5,143,008
       10,849      
2,914,106
      
1,129,365
  
(4) To approve the Fifth amendment to the Credit and Security Agreement, dated July 27, 2012, by and between the Company and Northtech Holdings, Inc., dated as of July 31, 2016.
    
5,142,598
       11,059      
2,914,516
      
1,129,365
  
 
At the Annual Meeting, Oliver Bialowons announced that the would be stepping down as President and Director during the fourth quarter.  The Compensation Committee has been authorized to actively pursue a replacement.  In addition, Mr. Bialowons noted that Smartheat is actively looking for businesses that might fit well with Smartheat for possible combination or other strategic transactions.

Item 9.01 Financial Statements and Exhibits

None.
 
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.

 
SMARTHEAT INC.
 
(Registrant)
 
Date:
September 10, 2016
 
By:
/s/ Oliver Bialowons
 
Name:
Oliver Bialowons
 
Title:
President