ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS. Amendment No. 3 to 2008 Equity Incentive Plan On December 27, 2013 , at the annual meeting of the stockholders (the "Stockholders") of General Steel Holdings, Inc. (the "Company") for the fiscal year ended December 31, 2012 (the "Annual Meeting"), the Stockholders approved Amendment No. 3 ("Amendment No. 3") to the Company's 2008 Equity Incentive Plan (the "Plan") to increase the number of shares of common stock reserved for issuance thereunder to 5,000,000. The descriptions of the Plan and Amendment No. 3 are qualified in their entirety by reference to the Plan and Amendment No. 3, copies of which are included as Appendix A and Appendix D, respectively, to the Company's Definitive Proxy Statement, filed with the United States Securities and Exchange Commission on December 3, 2013 (the "Proxy Statement"), and incorporated herein by reference. ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Sufficient shares of capital stock of the Company were present at the Annual Meeting, in person or by proxy, to constitute the quorum required by the By-Laws of the Company for Proposals 1, 2, 3, 4, and 5 (as such proposals are set forth in the Proxy Statement). The voting results for each of the five proposals are set forth below. Proposal 1. The five nominees to the Board of Directors of the Company were each elected based upon the following votes and to serve until the annual meeting of stockholders to be held in 2014 and until their respective successors are elected and qualified: Common Director Stock Votes Series A Preferred Stock Votes Broker Nominee For Votes For(1) Against Abstentions Non-Votes Zuosheng Yu 21,804,326 24,887,587 333,027 190,499 25,542,054 John Chen 21,633,066 24,887,587 504,287 190,499 25,542,054 Angela He 21,390,651 24,887,587 736,727 200,474 25,542,054 Zhongkui Cao 21,744,836 24,887,587 383,517 199,499 25,542,054 James Hu 21,440,441 24,887,587 689,995 197,416 25,542,054 Proposal 2. The appointment of Friedman LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2013 , was ratified based upon the following votes: Common Stock Series A Preferred Votes For Stock Votes For(1) Votes Against Abstentions 45,405,195 24,887,587 1,995,078 469,633 Proposal 3. The amendment to the Company's 2008 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder to 5,000,000, was approved and ratified based upon the following votes: Common Stock Series A Preferred Broker Votes For Stock Votes For(1) Votes Against Abstentions Non-Votes 21,516,049 24,887,587 765,769 46,034 25,542,054 Proposal 4. A reverse stock split of the Company's common stock, pursuant to which each Stockholder will receive one share of the Company's common stock in exchange for every two, three or four shares of the Company's common stock owned at the effective time of such reverse split, with the exact ratio to be determined by the Company's Board of Directors, was approved based upon the following votes: Common Stock Series A Preferred Votes For Stock Votes For(1) Votes Against Abstentions 40,774,514 24,887,587 6,559,743 535,649 Proposal 5. The compensation of the Company's Named Executive Officers, was approved on a non-binding basis, based upon the following votes: Common Stock Series A Preferred Broker Votes For Stock Votes For(1) Votes Against Abstentions Non-Votes 21,724,877 24,887,587 333,395 269,580 25,542,054 -------------------------------------------------------------------------------- (1) As of the close of business on December 2, 2013 , the record date for the Annual Meeting, the Company had 58,071,038 shares of common stock, $0.001 par value per share ("Common Stock"), issued and outstanding, and 3,092,899 shares of Series A Preferred Stock, $0.001 par value per share ("Series A Preferred Stock," and together with the Common Stock, "Voting Stock"), issued and outstanding. The 3,092,899 shares of Series A Preferred Stock have aggregate voting rights equal to thirty percent (30%) of the Company's total Voting Stock, and, with respect to the Annual Meeting, such voting rights represented the Common Stock equivalent of 24,887,587 votes. ITEM 8.01 OTHER EVENTS. On January 2, 2014 , the Company issued a press release announcing the results of the shareholder votes at the Annual Meeting discussed above. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated into this Item 8.01 by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit No. Description 99.1 Press Release issued on January 2, 2014 .
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