Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On December 28, 2018, China XD Plastics Company Limited (the "Company") held its 2018 Annual Meeting of Stockholders (the "Annual Meeting"), for the purpose of: (i) electing eight (8) directors
to the Board of Directors of the Company, including two (2) directors elected solely by the holders of the Company's Series D Preferred Stock
; (ii) approving, on an advisory basis, the 2017 compensation of named executive officers (the "say-on-pay vote"); and (iii) ratifying the appointment of KPMG Huazhen LLP as the Company's independent registered certified public accountant for the fiscal year ending December 31, 2018. For more information on the proposals described below, please refer to the Company's proxy statement dated December 14, 2018.
As of December 12, 2018, the record date for the Annual Meeting, there were a total of 50,448,841 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") issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 34,296,628 shares of Common Stock, 1,000,000 shares of Series B Preferred Stock, and 16,000,000 shares of Series D Preferred Stock, collectively representing an approximately 85.08% 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 2019 and until each director's successor is duly elected and qualified. The voting results for each nominee were as follows:
Nominee
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For
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Withheld
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Broker Non-votes
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Jie Han
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94,186,706
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742,483
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0
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Taylor Zhang
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94,186,705
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742,484
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0
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Qingwei Ma
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94,186,706
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742,483
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0
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Joseph Chow
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93,611,031
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1,318,158
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0
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Linyuan Zhai
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93,611,284
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1,317,905
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0
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Feng Li
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93,611,030
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1,318,159
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0
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Homer Sun*
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16,000,000
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0
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N/A
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Jun Xu*
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16,000,000
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0
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N/A
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* Homer Sun and Jun Xu were voted on solely by the holders of Series D Preferred Stock.
Proposal 2 — Approval, on an Advisory Basis, of the 2017 Compensation of Named Executive Officers (the "Say-On-Pay Vote")
Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, based on the following voting results:
For
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Against
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Abstain
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Broker Non-votes
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94,395,758
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508,568
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24,863
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0
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Proposal 3 — Ratification of Appointment of KPMG Huazhen LLP as the Company's Independent Auditor for the Fiscal Year Ending 2018
Stockholders ratified the appointment of KPMG Huazhen LLP as the Company's independent registered certified public accountant for the fiscal year ending December 31, 2018, based on the following voting results:
For
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Against
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Abstain
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Broker Non-votes
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94,684,135
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115,300
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129,754
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0
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