UNITED STATESSECURITIES 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): September 10, 2016
SMARTHEAT INC.
(Exact name of registrant as specified in its charter)
Nevada | | 001-34246 | | 98-0514768 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
A-1, 10, Street 7 Shenyang Economic and Technological Development Zone Shenyang, China | | 110141 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (86) 24-2519-7699
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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
SmartHeat Inc., a Nevada corporation (the “Company”), held its annual meeting of stockholders on September 10, 2016 at 3:30 p.m., local China time. All of the Company’s nominated directors were elected and the all of the proposals considered were approved. The stockholders voted a total of 8,283,399 shares or 76% of the total number of shares eligible to vote on the record date constituting a quorum. The final voting results were as follows:
| | | For | | | Withheld | | | Abstain | | | Broker Non-Votes | |
| (1) Election of Directors | | | | | | | | | | | | |
| (a) Oliver Bialowons | | | 5,153,168 | | | | 15,328 | | | | 3,114,903 | | | | 1,129,365 | |
| (b) Kenneth Scipta | | | 5,073,057 | | | | 95,439 | | | | 3,114,903 | | | | 1,129,365 | |
| (c) Qingtai Kong | | | 5,071,532 | | | | 97,275 | | | | 3,114,903 | | | | 1,129,365 | |
| (d) Xin Li | | | 5,071,221 | | | | 97,275 | | | | 3,114,903 | | | | 1,129,365 | |
| (e) Weiguo Wang | | | 5,071,532 | | | | 96,920 | | | | 3,114,947 | | | | 1,129,365 | |
| | | For | | | Against | | | Abstain | | | Broker Non-Votes | |
| (2) To ratify the appointment of MJF & Associates as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. | | | 6,142,638 | | | | 99,715 | | | | 2,140,106 | | | | | |
| (3) To approve the Fourth amendment to the Credit and Security Agreement, dated July 27, 2012, by and between the Company and Northtech Holdings, Inc., dated as of December 28, 2015. | | | 5,143,008 | | | | 10,849 | | | | 2,914,106 | | | | 1,129,365 | |
| (4) To approve the Fifth amendment to the Credit and Security Agreement, dated July 27, 2012, by and between the Company and Northtech Holdings, Inc., dated as of July 31, 2016. | | | 5,142,598 | | | | 11,059 | | | | 2,914,516 | | | | 1,129,365 | |
At the Annual Meeting, Oliver Bialowons announced that the would be stepping down as President and Director during the fourth quarter. The Compensation Committee has been authorized to actively pursue a replacement. In addition, Mr. Bialowons noted that Smartheat is actively looking for businesses that might fit well with Smartheat for possible combination or other strategic transactions.
Item 9.01 Financial Statements and Exhibits
None.
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.
| | SMARTHEAT INC. |
| | (Registrant) |
| Date: | September 10, 2016 | | By: | /s/ Oliver Bialowons |
| | Name: | Oliver Bialowons |
| | Title: | President |
