SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): April 19, 2013
SINO-GLOBAL SHIPPING AMERICA, LTD.
(Exact name of registrant as specified in its charter)
| Virginia | 001-34024 | 11-3588546 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
136-56 39th Avenue, Room #305
Flushing, New York 11354
(Address of principal executive offices and zip code)
(718) 888-1814
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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
The Registrant held its 2013 Annual Meeting of Shareholders on April 19, 2013, at 11:00 a.m., Beijing time at the North Garden Hotel, 218-1 Wangfujing Street, Beijing 100006, People’s Republic of China. A total of 1,733,740 of the Registrant’s shares of common stock were present in person or by proxy, representing a quorum of 59.71%. The following tables reflect the certified tabulation of the votes with respect to each proposal submitted to a vote of the Registrant’s shareholders at the 2013 Annual Meeting of Shareholders. Abstentions were counted as present for the purpose of establishing a quorum, but were not treated as votes cast on each respective proposal.
| 1. | PROPOSAL 1: Election of Directors | |||
| a. | To elect two Class III members of the Board of Directors to serve terms expiring at the Annual Meeting of Shareholders in 2016 or until their successors are duly elected and qualified. The Class III nominees who received a plurality of the properly cast votes were Zhang Mingwei and Wang Jing, who were thereby elected to the Registrant’s Board of Directors. The tabulation of the certified voting results is as follows: | |||
| Nominee | For | Withheld | Abstain/Broker Non-Vote | ||||||
| Number | Percentage | Number | Percentage | Number | Percentage | ||||
| Wang Jing | 1,459,974 | 84.21% | 274,065 | 15.81% | 0 | 0% | |||
| Zhang Mingwei | 1,459,989 | 84.21% | 274,050 | 15.81% | 0 | 0% | |||
The Table below shows the composition of the Registrant’s Board of Directors and the Board committees following the 2013 Annual Meeting of Shareholders:
| Post-AGM Board | Independent | Committees | ||
| Cao Lei | No | |||
| Zhang Mingwei | No | |||
| Wang Jing | Yes | Audit, Corporate Governance, Compensation* | ||
| Dennis Laing | Yes | Audit, Corporate Governance*, Compensation | ||
| Liu Tielang | Yes | Audit*, Corporate Governance, Compensation |
* Chair of Committee
| 2. | PROPOSAL 2: Issuance of Shares | |||
| a. | To approve for the purposes of NASD Marketplace Rule 4350, the issuance of shares of common stock in excess of 20% of the number of outstanding shares of common stock on March 5, 2013. The tabulation of the certified voting results is as follows: | |||
| For | Withheld | Abstain/Broker Non-Vote | ||||||
| Number | Percentage | Number | Percentage | Number | Percentage | |||
| 1,459,099 | 84.16% | 274,400 | 15.83% | 540 | 0.03% | |||
| 3. | PROPOSAL 3: Ratification of Appointment of Independent Auditor | |||
| a. | To ratify the appointment of Friedman LLP as the Registrant’s independent registered public accountant for the fiscal year ending June 30, 2013. The proposal was approved by a majority vote of 99.83% of the votes cast. The tabulation of the certified voting results is as follows: | |||
| For | Withheld | Abstain/Broker Non-Vote | ||||||
| Number | Percentage | Number | Percentage | Number | Percentage | |||
| 1,730,874 | 99.83% | 3,165 | 0.18% | 0 | 0% | |||
| 4. | PROPOSAL 4: Advisory Vote on Executive Compensation | |||
| a. | To vote on an advisory, nonbinding resolution to approve the compensation of the Company's named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The tabulation of the certified voting results is as follows: | |||
| For | Withheld | Abstain/Broker Non-Vote | ||||||
| Number | Percentage | Number | Percentage | Number | Percentage | |||
| 1,458,699 | 84.14% | 274,250 | 15.82% | 1,090 | 0.06% | |||
| 5. | PROPOSAL 5: Advisory Vote on Frequency of Vote on Executive Compensation Vote | |||
| a. | To vote on an advisory, nonbinding resolution to approve the frequency of advisory votes on named executive officer compensation. The tabulation of the certified voting results is as follows: | |||
| Every One Year | Every Two Years | Every Three Years | Abstain/Broker Non-Vote | |||||||||
| Number | Percentage | Number | Percentage | Number | Percentage | Number | Percentage | |||||
| 1,730,439 | 99.81% | 0 | 0% | 1,150 | 0.07% | 2,450 | 0.14% | |||||
Based on the foregoing advisory votes, the Registrant will seek shareholder approval, on a nonbinding advisory basis, on the frequency of voting on executive compensation.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: April 25, 2013 | SINO-GLOBAL SHIPPING AMERICA, LTD. |
| By: /s/ Cao Lei | |
| Name: Cao Lei | |
| Its: Chief Executive Officer |