Unassociated Document


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): October 12, 2011

China Automotive Systems, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
000-33123
33-0885775
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
 
No. 1 Henglong Road, Yu Qiao Development Zone
Shashi District, Jing Zhou City
Hubei Province
People’s Republic of China
(Address of principal executive offices, including zip code)
 
Registrant’s telephone number, including area code (86) 27-5981 8527
 
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:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
 
The 2011 annual meeting of stockholders of China Automotive Systems, Inc. (the “Company”) was held on Wednesday, October 12, 2011 at the Ambassador Hotel, 818 Wanhangdu Road, Shanghai 200042, China.  Of the 28,083,534 shares of the Company’s common stock entitled to vote at the meeting, 21,225,909 shares, or 75.58%, were represented at the meeting in person or by proxy, constituting a quorum.  The voting results are presented below.
 
 
1.
Election of Directors
 
The Company’s shareholders elected the five nominees below to hold office until the 2012 annual meeting of shareholders or until their successors are elected and qualified.  Each of the nominees received more than a majority of the votes cast.  The votes regarding the election of directors were as follows:
 
Nominee
 
For
   
Authority
Withheld
   
Broker
Non-Votes
 
                   
Hanlin Chen
  16,498,604     110,416     4,616,889  
Qizhou Wu
  16,503,332     105,688     4,616,889  
Guangxun Xu
  16,490,478     118,542     4,616,889  
Bruce Carlton Richardson
  16,496,138     112,882     4,616,889  
Robert Tung
  16,495,898     113,112     4,616,889  
 
 
2.
Ratification and Approval of the Appointment of Independent Auditor
 
The appointment of PricewatershouseCoopers Zhong Tian CPAs Limited Company as the Company’s independent auditor for the fiscal year ending December 31, 2011 was ratified and approved by the following votes:
 
For
 
Against
 
Abstained
         
21,120,642
 
76,004
 
29,263
 
 
3.
Advisory (non-binding) proposal concerning the Company’s named executive compensation program
 
The shareholders ratified the advisory (non-binding) proposal concerning the Company’s named executive compensation program by the following votes:
 
For
 
Against
 
Abstained
 
Broker Non-Vote
             
16,423,172
 
87,546
 
98,302
 
4,616,889
 
 
2

 
 
 
4.
Advisory (non-binding) proposal concerning the frequency of advisory (non-binding) stockholder votes on the Company’s named executive compensation program
 
The shareholders made the advisory (non-binding) selection of once every two (2) years for the frequency of advisory (non-binding) stockholder votes on the Company’s named executive compensation program by the following votes:
 
For
 
Abstained
   
1 Year
 
2 Years
 
3 Years
         
771,034
 
15,454,181
 
27,650
106,293
 
 
 
3

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  China Automotive Systems, Inc.  
  (Registrant)  
       
Date:  October 14, 2011
By:
/s/ Hanlin Chen  
    Hanlin Chen  
   
Chairman
 
 
 
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