Date of Report (Date of earliest event reported): December 12, 2017

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. ☐

 

 

 

On December 12, 2017, China XD Plastics Company Limited (the "Company") held its 2017 Annual Meeting of Stockholders (the "Annual Meeting"), for the purpose of: (i) electing eight (8) directors to the Board of Directors of the Company, including two (2) directors elected solely by the holders of the Company's Series D Preferred Stock; (ii) approving, on an advisory basis, the 2016 compensation of named executive officers (the "say-on-pay vote"); (iii) approving, on an advisory basis, the frequency of holding an advisory vote to approve the compensation for the named executive officers (the "say-on-frequency vote"); and (iv) ratifying the appointment of KPMG Huazhen LLP as the Company's independent registered certified public accountant for the fiscal year ending December 31, 2017. For more information on the proposals described below, please refer to the Company's proxy statement dated November 20, 2017.

As of November 17, 2017, the record date for the Annual Meeting, there were a total of 49,727,731 shares of common stock, par value $0.0001 per share (the "Common Stock"), 1,000,000 shares of series B preferred stock, par value $0.0001 per share (the "Series B Preferred Stock"), and 16,000,000 shares of series D preferred stock, par value $0.0001 per share (the "Series D Preferred Stock") issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 38,616,505 shares of Common Stock, 1,000,000 shares of Series B Preferred Stock, and 16,000,000 shares of Series D Preferred Stock, collectively representing an approximately 89.86% of the combined voting power of all classes of stock entitled to vote, were represented in person or by proxy, and therefore a quorum was present.

The voting results for each of the proposals voted upon are as follows:

Proposal 1 — Election of Directors

The eight (8) nominees proposed by the Board of Directors were elected to serve as directors until the Company's Annual Meeting of Stockholders to be held in 2018 and until each director's successor is duly elected and qualified. The voting results for each nominee were as follows:

* Homer Sun and Jun Xu were voted on solely by the holders of Series D Preferred Stock.

Proposal 2 — Approval, on an Advisory Basis, of the 2016 Compensation of Named Executive Officers (the "Say-On-Pay Vote")

Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, based on the following voting results:

 

 

 

Proposal 3 — Approval, on an Advisory Basis, the Frequency of Holding an Advisory Vote to Approve the Compensation for the Named Executive Officers (the "Say-On-Frequency Vote")

Stockholders approved, on an advisory basis, holding an advisory vote to approve the compensation for the named executive officers every year:

 

Proposal 4 — Ratification of Appointment of KPMG Huazhen LLP as the Company's Independent Auditor for the Fiscal Year Ending 2017

Stockholders ratified the appointment of KPMG Huazhen LLP as the Company's independent registered certified public accountant for the fiscal year ending December 31, 2017, based on the following voting results:

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 hereunto duly authorized.