BAIYU Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 29, 2024, BAIYU Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of the Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the four proposals described below.
As of the record date for the Annual Meeting, there were 49,945,235 shares of common stock outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 42,524,386 (85.14%) of the total outstanding shares of common stock were presented in person or by proxy.
The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
| 1. | Election of Directors |
The following four nominees were reelected to serve on the Company’s Board of Directors (the “Board”) until the 2025 Annual Meeting of Stockholders or until his or her respective successors have been duly elected and qualified, or until his or her earlier resignation or removal, having received the following votes:
| FOR | AGAINST | WITHHELD | BROKER NON- VOTES | |||||
| Renmei Ouyang | 33,140,191 | 0 | 134,362 | 9,249,833 | ||||
| Wenhao Cui | 33,139,647 | 0 | 134,906 | 9,249,833 | ||||
| Rongrong (Rita) Jiang | 33,140,194 | 0 | 134,359 | 9,249,833 | ||||
| Donghong Xiong | 33,136,220 | 0 | 138,333 | 9,249,833 |
As previously reported in a Current Report on Form 8-K filed on November 29, 2024, subsequent to the filing of the Company’s Definitive Proxy Statement on Schedule 14A, Heung Ming (Henry) Wong resigned as a director of the Board, effective as of November 25, 2024. In connection with Mr. Wong’s resignation from the Board, Mr. Wong’s name was withdrawn as a director nominee for re-election to the Board at the Annual Meeting, and any votes cast with respect to the election of Mr. Wong were not counted for any purpose.
| 2. | Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm |
The appointment of Enrome LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, was ratified, having received the following votes:
| FOR | AGAINST | ABSTAIN/WITHHELD | BROKER NON-VOTES | |||
| 41,869,046 | 648,755 | 6,585 |
| 3. | Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers. |
The compensation of the Company’s named executive officers was approved, on an advisory and non-binding basis, having received the following votes:
| FOR | AGAINST | ABSTAIN/WITHHELD | BROKER NON-VOTES | |||
| 33,083,971 | 189,828 | 754 | 9,249,833 |
| 4. | Advisory Vote on the Frequency of Stockholder Advisory Votes on Named Executive Officers Compensation. |
The proposal of “3 years” for the frequency of conducting future stockholder advisory votes on named executive officer compensation was approved on a non-binding, advisory basis, having received the following votes:
| 1 Year | 2 Years | 3 Years | ABSTAIN/WITHHELD | |||
| 228,082 | 56,472 | 32,916,315 | 73,684 |
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.
| BAIYU HOLDINGS, INC. | ||
| Date: December 4, 2024 | By: | /s/ Renmei Ouyang |
| Name: | Renmei Ouyang | |
| Title: | Chief Executive Officer | |