FGI Industries Ltd. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$FGI
Industrial Specialties
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 28, 2025
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(973 ) 428-0400
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 x
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company’s Annual General Meeting of Shareholders held on May 28, 2025, the Company’s shareholders voted on the following matters:
1.Election of 5 directors of the Company:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| David Bruce | 7,752,385 | 0 | 22,484 | 843,690 | ||||||||||||||||||||||
| John Chen | 7,007,416 | 0 | 767,453 | 843,690 | ||||||||||||||||||||||
| Todd Heysse | 7,753,535 | 0 | 21,334 | 843,690 | ||||||||||||||||||||||
| Kellie Zesch Weir | 7,752,389 | 0 | 22,480 | 843,690 | ||||||||||||||||||||||
| Anagha Apte | 7,752,539 | 0 | 22,330 | 843,690 | ||||||||||||||||||||||
2.Approval of a proposal to allow the Company’s board of directors to effect one or more reverse share splits of all the Company’s ordinary shares by consolidating them at a ratio of not less than 1 for 2 and not more than 1 for 15, with the exact ratio to be set at a whole number within this range to be determined by the Company’s board of directors, or any duly constituted committee thereof, at any time after approval by the shareholders, and to authorize the board of directors to implement any such reverse share split at its discretion.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 8,435,359 | 169,972 | 13,228 | — | |||||||||||||||||
3.Ratify, in a non-binding advisory vote, the appointment of CBIZ CPAs, P.C. as the Company's independent auditor for the year ending December 31, 2025, and authorize the Board of Directors, acting through the Audit Committee, to fix the remuneration of the auditor:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 8,501,120 | 113,539 | 3,900 | — | |||||||||||||||||
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.
| FGI Industries Ltd. | ||||||||
| Dated: May 28, 2025 | By: | /s/ John Chen | ||||||
| John Chen | ||||||||
| Executive Chairman | ||||||||