UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

 

FORM 8-K

______________

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

(Exact Name of Registrant as Specified in Its Charter)

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

On December 3, 2014, China XD Plastics Company Limited (the “Company”) held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”), for the purpose of: (i) electing eight (8) directors and (ii) ratifying the appointment of KPMG as the Company’s independent registered certified public accountant for the fiscal year ending December 31, 2014. For more information on the proposals described below, please refer to the Company’s proxy statement dated November 20, 2014.

As of November 18, 2014, the record date for the Annual Meeting, there were a total of 49,601,788 shares of common stock, par value $0.0001 per share (the “Common Stock”), 1,000,000 shares of series B preferred stock, par value $0.0001 per share (the “Series B Preferred Stock”), and 16,000,000 shares of series D preferred stock, par value $0.0001 per share (the “Series D Preferred Stock” and together with the Common Stock and the Series B Preferred Stock, the “Capital Stock”) issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 35,907,564 shares of Common Stock, 1,000,000 shares of Series B Preferred Stock¹, and 16,000,000 shares of Series D Preferred Stock, collectively representing an approximately 87.48% of the combined voting power of all classes of stock entitled to vote, were represented in person or by proxy, and therefore a quorum was present.

The voting results for each of the proposals voted upon are as follows:

Proposal 1 — Election of Directors

The eight (8) nominees proposed by the Board of Directors were elected to serve as directors until the Company’s Annual Meeting of Stockholders to be held in 2015 and until each director’s successor is duly elected and qualified. The voting results for each nominee were as follows:

* Homer Sun and Jun Xu were voted on solely by the holders of Series D Preferred Stock.

Proposal 2 — Ratification of Appointment of KPMG as the Company’s Independent Auditor

Stockholders ratified the appointment of KPMG as the Company’s independent registered certified public accountant for the fiscal year ending December 31, 2014. The proposal received the following final voting results: 79,610,225 for, 21,363 against, and 10,500 abstentions.

¹ As previously disclosed on the Company’s Schedule 14A filed on November 20, 2014, the holder of the Series B Preferred Stock is entitled to an aggregate of 43,734,525 votes, representing 40% of the combined voting power of all of the Company’s issued and outstanding Capital Stock.

 

---

Item 9.01 Financial Statements and Exhibits.