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): July 18, 2019
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.) |
D8 Henglong Building, Optics Valley Software Park
No. 1 Guanshan First Avenue, Wuhan City
Hubei Province
The People’s Republic of China
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code(86) 27-8757-0028
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company¨
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.¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.0001 par value | | CAAS | | The Nasdaq Capital Market |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The 2019 annual meeting of stockholders of China Automotive Systems, Inc. (the “Company”) was held on Thursday, July 18, 2019 atthe Fourth Floor Meeting Room, D8 Henglong Building, Optics Valley Software Park, No. 1 Guanshan First Avenue, Wuhan City, Hubei Province, the People’s Republic of China. Ofthe 32,338,302 shares of the Company’s common stock entitled to vote at the meeting, 28,526,812 shares, or 88.21%, were representedat the meeting in person or by proxy, constituting a quorum. The voting results are presented below.
The Company’s shareholders elected the five nominees below to hold office until the 2020 annual meeting of shareholders and 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 | | 23,427,527 | | | 1,144,792 | | | 3,954,493 | |
| Qizhou Wu | | 23,434,532 | | | 1,137,787 | | | 3,954,493 | |
| Guangxun Xu | | 23,328,831 | | | 1,243,488 | | | 3,954,493 | |
| Heng Henry Lu | | 23,363,691 | | | 1,208,628 | | | 3,954,493 | |
| Tong Kooi Teo | | 23,364,091 | | | 1,208,228 | | | 3,954,493 | |
| | 2. | Approval of an advisory (non-binding) proposal concerning the Company’s named executive officer compensation program |
The approval of an advisory (non-binding) proposal concerning the Company’s named executive officer compensation program was ratified and approved by the following votes:
| For | | Against | | Abstained | | Broker Non-Vote |
| | | | | | | |
| 23,434,974 | | 1,064,364 | | 72,981 | | 3,954,493 |
| | 3. | Approval of an advisory (non-binding) vote concerning the frequency of holding future advisory votes on executive compensation |
The approval of an advisory (non-binding) vote concerning the frequency of every two years for holding future advisory votes on executive compensationwas ratified and approved by the following votes:
| For | | Against | | Abstained | | Broker Non-Vote |
| | | | | | | |
| 19,207,259 | | 4,751,374 | | 613,686 | | 3,954,493 |
| | 4. | Ratification and Approval of the Appointment of Independent Auditor |
The appointment of PricewaterhouseCoopers Zhong Tian LLP as the Company’s independent auditors for the fiscal year ending December 31, 2019 was ratified and approved by the following votes:
| For | | Against | | Abstained | | Broker Non-Vote |
| | | | | | | |
| 27,551,456 | | 596,152 | | 379,204 | | - |
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: July 19, 2019 | By: | /s/ Hanlin Chen | |
| | | Hanlin Chen | |
