Kandi Technologies Group 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 December 27, 2023, Kandi Technologies Group, Inc., a Delaware corporation (the “Company”) held its Annual Meeting of Shareholders for the fiscal year ended December 31, 2022 (the “Annual Meeting”). Holders of 82,382,089 shares of the Company’s common stock were present in person or by proxy at the Annual Meeting, representing 94.13% of the total outstanding shares of common stock and therefore constituting a quorum of more than a majority of the shares outstanding and entitled to vote at the Annual Meeting as of the record date of November 6, 2023. The final voting result for each matter submitted to a vote of shareholders at the meeting are as follows. Except for proposal 3 below, broker Non-votes are not counted.
Proposal 1: Approval of the Merger Agreement and the Plan of Merger
Votes of a majority of the total issued and outstanding shares of the Company’s common stock in favor of the proposal is required to approve the merger agreement and plan of merger, to merge with and into Kandi Technologies Group, Inc., a company incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of the Company (“Kandi BVI”), with Kandi BVI as the surviving company upon the merger becoming effective, and whereby each issued and outstanding share of the common stock of the Company will be converted into the right to receive one ordinary share of Kandi BVI. Broker Non-votes of 32,849,052 shares are not counted. The Company obtained sufficient votes to pass this proposal.
| FOR | AGAINST | ABSTAIN | ||||||||||
| TOTAL SHARES VOTED | 44,227,116 | 5,169,869 | 136,052 | |||||||||
Proposal 2: Election of Directors
The following seven individuals were elected as the Board of Directors of the Company to serve as directors until the next Annual Meeting of Shareholders or until their successors have been duly elected and qualified. Broker Non-votes of 32,849,052 shares are not counted.
| FOR | WITHHELD | |||||||
| HU XIAOMING | 48,457,599 | 1,075,438 | ||||||
| DONG XUEQIN | 48,764,450 | 768,587 | ||||||
| WANG LIN | 48,656,165 | 876,872 | ||||||
| CHEN LIMING | 48,078,254 | 1,454,783 | ||||||
| LIN YI | 47,766,229 | 1,766,808 | ||||||
| JERRY LEWIN | 47,753,237 | 1,959,800 | ||||||
| HENRY YU | 48,115,310 | 1,417,727 | ||||||
Proposal 3: Ratification of the appointment of ARK Pro CPA & Co. as Independent Auditor
The shareholders ratified the appointment of ARK Pro CPA & Co. as the Company’s independent auditor for the fiscal year ending December 31, 2023. Broker Non-votes of 32,849,052 shares are counted.
| FOR | AGAINST | ABSTAIN | ||||||||||
| TOTAL SHARES VOTED | 80,512,703 | 1,349,157 | 520,229 | |||||||||
Proposal 4: An Amendment to the Certificate of Incorporation
Votes of a majority of the total issued and outstanding shares of the Company’s common stock in favor of the proposal is required to approve an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock from one hundred million (100,000,000) shares of common stock to three hundred million (300,000,000) shares of common stock, and to correspondingly increase the number of authorized shares of preferred stock from ten million (10,000,000) shares to thirty million (30,000,000). Broker Non-votes of 32,849,052 shares are not counted. The Company obtained sufficient votes to pass this proposal.
| FOR | AGAINST | ABSTAIN | ||||||||||
| TOTAL SHARES VOTED | 44,694,810 | 4,665,473 | 172,754 | |||||||||
Proposal 5: Advisory Vote on Compensation of Named Executive Officers
The shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers. Broker Non-votes of 32,849,052 shares are not counted.
| FOR | AGAINST | ABSTAIN | ||||||||||
| TOTAL SHARES VOTED | 48,045,973 | 1,086,842 | 400,222 | |||||||||
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SIGNATURE
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.
| KANDI TECHNOLOGIES GROUP, INC. | ||
| Date: December 29, 2023 | By: | /s/ Dong Xueqin |
| Name: | Dong Xueqin | |
| Title: | President and Chief Executive Officer | |
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