Cheetah Net Supply Chain Service Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 30, 2024, Cheetah Net Supply Chain Service Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved the Company’s Amended and Restated 2024 Stock Incentive Plan (the “A&R Plan”). The A&R Plan is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference into this Item 5.02.
The information set forth under Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the results of the Special Meeting, the Third Amended and Restated Articles of Incorporation of the Company, as in effect immediately prior to the Special Meeting, were amended and restated to be in the form of the Fourth Amended and Restated Articles of Incorporation attached as Exhibit 3.1 hereto. Such exhibit is incorporated by reference into this Item 5.03.
The information set forth under Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting, the Company’s stockholders voted on the matters described below.
(1) The Company’s stockholders approved the Company’s Fourth Amended and Restated Articles of Incorporation to effect a reverse stock split of the issued shares of the Company’s common stock at a ratio within a range from any whole number between one-for-ten to one-for-thirty, as determined by the Company’s board of directors in its sole discretion (“Proposal 1”). The number of shares that (a) voted for Proposal 1, (b) voted against Proposal 1, and (c) withheld authority to vote for Proposal 1, is summarized in the tables below:
Class A common stock and Class B common stock, voting together as a single class:
| Votes For | Votes Against | Votes Withheld | ||
| 129,608,870 | 5,080,698 | 482,246 |
Class A common stock, voting as a separate voting group:
| Votes For | Votes Against | Votes Withheld | ||
| 5,858,870 | 5,080,698 | 482,246 |
Class B common stock, voting as a separate voting group:
| Votes For | Votes Against | Votes Withheld | ||
| 123,750,000 | 0 | 0 |
There were no broker non-votes with respect to Proposal 1.
(2) The Company’s stockholders approved the A&R Plan to delete the maximum number of shares of common stock for automatic increase in the shares available for grant under the Company’s 2024 Stock Incentive Plan, as set forth in its Section 4.3 (“Proposal 2”). The number of shares that (a) voted for Proposal 2, (b) voted against Proposal 2, and (c) withheld authority to vote for Proposal 2, is summarized in the table below:
| Votes For | Votes Against | Votes Withheld | ||
| 127,494,346 | 1,609,900 | 550,370 |
There were 5,517,198 broker non-votes with respect to Proposal 2.
(3) The Company’s stockholders approved one or more adjournments of the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes in favor of Proposal 1 or 2 or to constitute a quorum, as described in the proxy statement (“Proposal 3”). The number of shares that (a) voted for Proposal 3, (b) voted against Proposal 3, and (c) withheld authority to vote for Proposal 3 is summarized in the table below:
| Votes For | Votes Against | Votes Withheld | ||
| 129,731,142 | 4,917,943 | 522,729 |
There were no broker non-votes with respect to Proposal 3.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Exhibit | ||
| 3.1 | Form of the Fourth Amended and Restated Articles of Incorporation of the Company | ||
| 10.1 | The Company’s Amended and Restated 2024 Stock Incentive Plan | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 4, 2024
| Cheetah Net Supply Chain Service Inc. | ||
| By: | /s/ Huan Liu | |
| Huan Liu | ||
| Chief Executive Officer, Director, and Chairman of the Board of Directors | ||