Ever-Glory International Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events
UNITED STATES
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CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 19, 2022, 10:00 a.m. Beijing time, Ever-Glory International Group, Inc., (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, a majority of the Company’s shares of common stock represented at the Annual Meeting and voting on each proposal voted to approve the following proposals:
| 1. | To elect Edward Yihua Kang, Jiajun Sun, Merry Tang, Jianhua Wang and Zhixue Zhang as directors to serve for a one-year term that expires at the next annual meeting of stockholders, or until their successors are elected and qualified or until their earlier resignation or removal; |
| 2. | To ratify the appointment of Paris, Kreit & Chiu CPA LLP as our independent auditor to audit the financial statements for the fiscal year ended on December 31, 2022 and to review the three quarterly financial statements ended on September 30, 2021; and | |
| 3. | To approve the Company’s termination (the “De-Registration”) of the registration of the Company’s common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and suspend the Company’s duty to file periodic reports and other information with the SEC under Section 15(d) thereunder, and to delist the Company’s common stock from the NASDAQ Global Market (“Go-Dark”). |
All matters voted on at the Annual Meeting were approved as recommended by the Board of Directors of the Company.
The number of votes cast for or against and the number of abstentions and broker non-votes with respect to each proposal, as applicable, is set forth below. The Company’s inspector of election reported the final vote of the stockholders as follows:
| For | Against | Withheld | Abstain | |||||||||||||
| Election of Directors | ||||||||||||||||
| EDWARD YIHUA KANG | 10,800,420 | 0 | 3,629 | 0 | ||||||||||||
| JIAJUN SUN | 10,800,426 | 0 | 3,623 | 0 | ||||||||||||
| MERRY TANG | 10,683,926 | 0 | 120,123 | 0 | ||||||||||||
| JIANHUA WANG | 10,683,924 | 0 | 120,125 | 0 | ||||||||||||
| ZHIXUE ZHANG | 10,641,034 | 0 | 163,015 | 0 | ||||||||||||
| Ratification of Appointment of Independent registered public accounting firm | 10,801,692 | 517 | 0 | 1,840 | ||||||||||||
| Approval of De-Registration and Go-Dark | 10,622,747 | 180,132 | 0 | 1,170 | ||||||||||||
Item 8.01 Other Events
As previously disclosed, the Board of the Company has authorized a stock repurchase program pursuant to which the Company may repurchase up to $3.5 million of the Company's outstanding common stock, which should end on the earlier of (i) the date that the aggregate value of the repurchased shares of common stock reaches $3.5 million; (ii) the date when the registration of the Company's common stock is terminated under Section 12(g) of the Exchange Act; or (iii) the date when the Company's duty to file periodic reports and other information with the SEC is suspended under Section 15(d) thereunder. As of the date of this report, the Company has repurchased approximately 38,000 shares of common stock.
On December 20, 2022, the Company notified the staff of the Nasdaq Stock Market LLC of its intent to withdraw the listing and registration of the Company’s common stock on the Nasdaq Global Market.
The Company filed a Form 25 on December 21, 2022, with the Securities and Exchange Commission (the “Commission”). The delisting will become effective ten days after the Form 25 is filed unless postponed by the Commission.
The Company’s common stock will begin trading on the OTC Pink starting on December 27, 2022.
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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.
| EVER-GLORY INTERNATIONAL GROUP, INC. | ||
| Date: December 21, 2022 | By: | /s/ Edward Yihua Kang |
| Edward Yihua Kang | ||
| Chief Executive Officer | ||
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