8-K 1 f8k121919_chinapharma.htm CURRENT REPORT

 

 

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): December 19, 2019

 

CHINA PHARMA HOLDINGS, INC.

 

(Exact name of Registrant as specified in charter)

 

Nevada   001-34471   73-1564807
(State or other jurisdiction   (Commission File No.)   (IRS Employer
of Incorporation)       Identification No.)

 

Second Floor, No. 17, Jinpan Road

Haikou, Hainan Province, China 570216

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: +86 898-6681-1730 (China)

 

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))

 

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   CPHI   NYSE American

 

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.  

 

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On December 19, 2019, China Pharma Holdings, Inc. (the “Company”) held its annual shareholders meeting for the fiscal year ended December 31, 2018 (the “Annual Meeting”). Holders of 24,595,165 shares of the Company’s common stock were present in person or by proxy at the Annual Meeting, representing 56.44% 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 proposal.

 

1.A proposal to elect three independent director nominees to our Board of Directors to serve until the next annual meeting and until their successors are elected and qualified:

 

Director’s Name  Votes For   Votes Withheld 
Gene Michael Bennett   23,750,350    844,815 
Yingwen Zhang   23,700,889    885,276 
Baowen Dong   23,708,706    886,459 

 

2.A proposal to approve the amendment to the Company’s 2010 Long-Term Incentive Plan.

 

For  Against  Abstain
24,388,220  162,594  44,351

 

3.A proposal to approve, on a non-binding, advisory basis, the compensation of our named executive officer as disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission. 

 

For  Against  Abstain
24,371,950  177,996  45,219

 

Pursuant to the foregoing votes, Gene Michael Bennett, Yingwen Zhang and Baowen Dong were elected to serve as our independent directors; the amendment to our 2010 Long-Term Incentive Plan was approved; and the compensation of the Company’s named executive officers was approved.

 

1

 

 

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 23, 2019

 

  CHINA PHARMA HOLDINGS, INC.
   
  By: /s/ Zhilin Li
  Name:  Zhilin Li
  Title: President and Chief Executive Officer

 

 

2