CPHI 8-K
China Pharma Holdings, Inc. (CPHI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 27, 2022, the Company held its annual shareholders meeting for the fiscal year ended December 31, 2021 (the “Annual Meeting”). Holders of 31,275,076 shares of the Company’s common stock were present in person or by proxy at the Annual Meeting, representing 61% of the total outstanding shares of common stock and therefore constituting a quorum of more than one-third of the shares outstanding and entitled to vote at the Annual Meeting as of the record date.
The final voting results for the matters submitted to a vote of shareholders at the meeting are as follows. No broker non-votes were counted for the proposals.
| 1. | A proposal to elect three independent director nominees to our Board of Directors: |
| Independent Director’s Name | Votes For | Votes Withheld | ||||||
| Gene Michael Bennett | 27,736,831 | 607,570 | ||||||
| Yingwen Zhang | 27,713,978 | 630,423 | ||||||
| Baowen Dong | 27,712,397 | 632,004 | ||||||
Pursuant to the foregoing votes, Gene Michael Bennett, Yingwen Zhang and Baowen Dong were elected to serve as our independent directors until the next annual meeting and until their successors are elected and qualified.
| 2. | A proposal to adopt the Company’s Amended and Restated 2010 Long-Term Incentive Plan: |
| Votes For | Votes Against | Abstentions | ||
| 27,482,540 | 824,658 | 37,203 |
Pursuant to the foregoing votes, the Company’s Amended and Restated 2010 Long-Term Incentive Plan was approved and adopted.
| 3. | A proposal to amend the Company’s Articles of Incorporation to effect a reverse stock split at a ratio of up to 1:10, such that such that every holder of common stock, par value $0.001 per share, of the Company, shall receive one share of Common Stock for up to every ten shares of Common Stock held: |
| Votes For | Votes Against | Abstentions | ||
| 30,927,745 | 325,290 | 22,041 |
Pursuant to the foregoing votes, an amendment to the Company’s Articles of Incorporation to effect a reverse stock split at a ratio of up to 1:10, such that such that every holder of common stock, par value $0.001 per share, of the Company, shall receive one share of Common Stock for up to every ten shares of Common Stock held was approved and adopted.
| 4. | A proposal to amend the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 95,000,000 shares to 500,000,000 shares, par value US$0.001 per share: |
| Votes For | Votes Against | Abstentions | ||
| 30,084,494 | 1,171,098 | 19,484 |
Pursuant to the foregoing votes, an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 95,000,000 shares to 500,000,000 shares, par value US$0.001 per share was approved and adopted.
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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.
Dated: December 30, 2022
| CHINA PHARMA HOLDINGS, INC. | ||
| By: | /s/ Zhilin Li | |
| Name: | Zhilin Li | |
| Title: | President and Chief Executive Officer | |
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