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 22, 2019
CHINA GREEN AGRICULTURE, INC.
(Exact name of Registrant as specified in charter)
| Nevada | | 001-34260 | | 36-3526027 |
| (State or other jurisdiction | | (Commission File No.) | | (IRS Employer |
| of Incorporation) | | | | Identification No.) |
3rd floor, Borough A, Block A. No. 181, South Taibai Road,
Xi’an, Shaanxi province, PRC 710065
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: +86-29-88266368
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 (17CFR230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 |
| | | | | |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 22, 2019 Beijing Time, China Green Agriculture, Inc. (the “Company”) held its FY2018 annual shareholders meeting (the “Meeting”). At the Meeting, the following proposals were submitted to a vote of the stockholders of the Company: (i) the election of five persons to the Board of Directors of the Company (“Proposal No. 1”), (ii) to ratify the appointment of KSP Group, Inc. (“KSP”) as our independent registered public accounting firm for the fiscal year ending June 30, 2019 (“Proposal No. 2”), (iii) to approve the amendment No.4 to and extension of the Company’s 2009 Equity Incentive Plan (“Proposal No. 3”), (iv) to approve the amendment to Articles of Incorporation to effect a 1 for 12 reverse stock split (“Proposal No. 4”), and (v) to conduct the advisory vote on executive compensation (“Proposal No. 5”). Holders of 37,560,899 shares of common stock were present by proxy at the Meeting, or 82.466% of 45,546,945 shares, the total outstanding shares, representing a quorum of more than one-third of the shares outstanding and entitled to vote at the Meeting as of the record date.
Pursuant to Proposal No. 1, Messrs. Zhuoyu Li, Lianfu Liu, Daqing Zhu, Jinjun Lu, and Ms. Ale Fan were elected to serve as directors until the next annual shareholders meeting or until their successors are duly elected or appointed. 11,342,843 broker Non-votes are counted. The results of Proposal No. 1 were as follows:
| Director Nominee | | For | | | Withhold | |
| Zhuoyu Li | | | 22,620,275 | | | | 3,597,781 | |
| Ale Fan | | | 24,179,553 | | | | 2,038,503 | |
| Daqing Zhu | | | 24,119,251 | | | | 2,098,805 | |
| Lianfu Liu | | | 24,123,921 | | | | 2,094,135 | |
| Jinjun Lu | | | 24,132,815 | | | | 2,085,241 | |
Pursuant to Proposal No. 2, the appointment of KSP Group, Inc. as independent registered public accountants was ratified. No broker Non-votes are counted. The results of Proposal No. 2 were as follows:
| | | No. of Votes | | | No. of Votes | | | No. of Votes | |
| | | For | | | Against | | | Abstain | |
| to ratify the appointment of KSP Group, Inc. | | | 32,310,334 | | | | 4,908,716 | | | | 341,849 | |
Pursuant to Proposal No. 3, the amendment No.4 to and extension of the Company’s 2009 Equity Incentive Plan were approved. 11,342,843 broker Non-votes are counted. The results of Proposal No. 3 were as follows:
| | | No. of Votes | | | No. of Votes | | | No. of Votes | |
| | | For | | | Against | | | Abstain | |
| to approve the amendment No.4 to and extension of Equity Incentive Plan. | | | 22,031,107 | | | | 4,099,788 | | | | 87,161 | |
Pursuant to Proposal No. 4, the 1 for 12 reverse stock split was approved. No broker Non-votes are counted. The results of Proposal No. 4 were as follows:
| | | No. of Votes | | | No. of Votes | | | No. of Votes | |
| | | For | | | Against | | | Abstain | |
| to effect 1 for 12 reverse stock split. | | | 32,113,050 | | | | 5,333,236 | | | | 114,613 | |
Pursuant to Proposal No. 5, the Executive Compensation Plan was approved on the basis of an advisory vote. 11,342,843 broker Non-votes are counted. The results of Proposal No. 5 were as follows:
| | | No. of Votes | | | No. of Votes | | | No. of Votes | |
| | | For | | | Against | | | Abstain | |
| to approve the Executive Compensation Plan | | | 22,678,217 | | | | 3,418,446 | | | | 121,393 | |
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.
Date: June 25, 2019
| | CHINA GREEN AGRICULTURE, INC. |
| | | |
| | By: | /s/ Zhuoyu Li |
| | | Zhuoyu Li, |
| | | President |
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