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): June 16, 2011
FUSHI COPPERWELD, INC.
(Exact name of registrant as specified in charter)
| Nevada | | 001-33669 | | 13-3140715 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
TYG Center Tower B, Suite 2601 Dongsanhuan Bei Lu, Bing 2 Beijing, PRC 100027 |
| (Address of Principal Executive Offices) |
Registrant’s telephone number, including area code: (011)-86-10-8447-8280
(Former name or former address, if changed since last report)
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) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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.
On June 16, 2011, Fushi Copperweld, Inc. (the “Company”) held its annual meeting of stockholders (“Annual Meeting”) to vote on the following matters:
1. Election of Directors
All of the following seven nominees were elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve for a term of one year, until the next Annual Meeting and until their successors have been duly elected and have qualified.
| | | | | | | | |
| Li Fui | | 19,780,365 | | 0 | | 83,487 | | 7,957,742 |
| Joseph Longever | | 19,799,677 | | 0 | | 74,175 | | 7,957,742 |
| Wenbing Christopher Wang | | 19,060,340 | | 0 | | 813,512 | | 7,957,742 |
| Feng Bai | | 19,073,892 | | 0 | | 799,960 | | 7,957,742 |
| Barry Raeburn | | 19,803,093 | | 0 | | 70,759 | | 7,957,742 |
| Jiping Hua | | 19,081,142 | | 0 | | 792,710 | | 7,957,742 |
| John Francis Perkowski | | 19,079,454 | | 0 | | 794,398 | | 7,957,742 |
2. Ratification of the Company’s Independent Auditors
Stockholders ratified the appointment of KPMG as the independent auditors of the Company for the fiscal year ended December 31, 2011, in accordance with the voting results listed below.
3. Advisory Vote on Executive Compensation
Stockholders approved the compensation paid to the Company’s named executive officers as disclosed in the 2011 Proxy Statement under “Executive Compensation” and discussed under “Compensation Discussion and Analysis” on an advisory basis, in accordance with the voting results listed below.
| | | | | | |
| 19,757,778 | | 52,872 | | 63,204 | | 7,957,742 |
4. Advisory Vote on Frequency of Executive Compensation
Stockholders recommended, by a non-binding vote, that the advisory vote to approve the compensation of the Company’s named executive officers should occur every year. The results of the vote were as follows.
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| 19,724,770 | | 43,421 | | 76,068 | | 29,593 | | 7,957,742 |
The Company’s Decision as to Say-on-Frequency
In light of the shareholders’ recommendation that that the advisory vote to approve the compensation of the Company’s named executive officers should occur every year, the Board has determined that the Company will hold the next advisory vote on the compensation of the Company’s named executive officers at the Company’s 2012 annual meeting of shareholders.
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.
| | FUSHI COPPERWELD, INC. |
| | |
| Date: June 21, 2011 | By: /s/ Craig Studwell Name: Craig Studwell Title: Chief Financial Officer |
