- Current report filing (8-K)
October 20 2010 - 5:15PM
Edgar (US Regulatory)
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
Date
of Report (Date of earliest event reported):
|
October
20, 2010
|
HIGHPOWER
INTERNATIONAL, INC.
_____________________________________________________
(Exact
name of registrant as specified in its charter)
Delaware
|
001-34098
|
20-4062622
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
Building
A1, Luoshan Industrial Zone, Shanxia, Pinghu, Longgang, Shenzhen,
Guangdong, 518111, China
|
(Address,
including zip code, of principal executive
offices)
|
Registrant’s
telephone number, including area code
|
(86)
755-89686238
|
|
(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):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
On
October 20, 2010, the stockholders of Highpower International, Inc. (the
“Company”) approved a Certificate of Amendment to the Company’s Certificate of
Incorporation to change the Company’s name from “Hong Kong Highpower Technology,
Inc.” to “Highpower International, Inc.” at the Company’s 2010 Annual Meeting of
Stockholders (“Annual Meeting”). The Company filed the Certificate of
Amendment with the Secretary of State of Delaware to effect the name change on
October 20, 2010. The Certificate of Amendment is attached hereto as
Exhibit 3.1.
Shares of
the Company’s common stock will continue to trade on the NASDAQ Global Market
under the symbol “HPJ.” The Company’s new CUSIP number is 43113X
101.
Item
5.07
|
Submission
of Matters to a Vote of Security
Holders.
|
The
Company held its Annual Meeting on October 20, 2010. For more information about
the proposals, see the Company’s Definitive Proxy Statement filed with the U.S.
Securities and Exchange Commission on September 3, 2010 (the “Proxy Statement”),
the relevant portions of which are incorporated herein by
reference.
At the
Annual Meeting, stockholders representing 11,775,651 shares, or 86.69%, of the
13,582,106 shares of common stock outstanding on the record date of August
25, 2010 were present in person or by proxy, constituting a quorum for the
purposes of the Annual Meeting. The matters voted upon at the Annual
Meeting and the voting results were as follows:
Proposal No. 1
-
Election of
Directors
: The Company’s stockholders elected, by a plurality
of the votes cast, each of the five nominees to the Board of Directors, to serve
until the Company’s 2011 annual meeting of stockholders or until their
respective successors have been elected, as follows:
Director Nominee
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
Dang
Yu Pan
|
8,527,232
|
108,775
|
3,139,644
|
Wen
Liang Li
|
8,527,232
|
108,775
|
3,139,644
|
Chao
Li
|
8,527,232
|
108,775
|
3,139,644
|
Xinhai
Li
|
8,527,232
|
108,775
|
3,139,644
|
Ping
Li
|
8,527,232
|
108,775
|
3,139,644
|
Votes
withheld and broker non-votes were not counted as votes cast and had no effect
on the result of the vote.
Proposal Number 2 – Ratification of
Appointment of Independent Auditor:
Ratification of the
appointment of Dominic K.F. Chan & Co. as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2010
required an affirmative vote of a majority of all votes cast at the Annual
Meeting of Stockholders. Abstentions are not counted as votes cast
and had no effect on the result of the vote. The proposal was
approved by a vote of stockholders as follows:
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
11,654,011
|
57,580
|
64,060
|
n/a
|
Proposal No. 3 -
Approval of amendment to Certificate
of Incorporation to change Company name to “Highpower International,
Inc.”
: Approval of the amendment to the Certificate of
Incorporation required the affirmative vote of at least a majority of votes cast
of the stockholders present in person or by proxy at the Annual Meeting of
Stockholders. Abstentions are not counted as votes cast and had no
effect on the result of the vote. The proposal was approved by a vote
of stockholders as follows:
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
11,734,754
|
6,826
|
34,071
|
n/a
|
Item
9.01
|
Financial
Statements and Exhibits
|
(d)
Exhibits
Exhibit
No.
|
Description
|
3.1
|
Certificate
of Amendment to Certificate of
Incorporation.
|
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.
|
Highpower
International, Inc.
|
|
|
|
Dated:
October 20, 2010
|
/s/
|
Henry Ngan
|
|
By:
|
Henry Ngan
|
|
Its:
|
Chief
Financial Officer
|
|
|
|
EXHIBIT
INDEX
Exhibit
No.
|
Description
|
3.1
|
Certificate
of Amendment to Certificate of
Incorporation.
|
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