Current Report Filing (8-k)
September 19 2019 - 8:59AM
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): September 16, 2019
Jerash
Holdings (US), Inc.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-38474
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81-4701719
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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260 East Main Street, Suite 2706,
Rochester, NY 14604
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (212) 575-9085
(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:
¨ 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))
Securities registered pursuant to Section 12(b) of
the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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JRSH
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The Nasdaq Stock Market LLC
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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. x
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders of Jerash Holdings (US),
Inc. (the “Company”) held on September 16, 2019, the stockholders voted to approve the amendment and restatement of
the Company’s Amended and Restated 2018 Stock Incentive Plan (the “Amended Plan”). The Amended Plan amended the
existing 2018 Stock Incentive Plan to (1) increase the number of shares of the Company’s common stock available for grant
under the Amended Plan by 300,000 to 1,784,250, (2) extend the termination date of the Amended Plan to July 19, 2029, (3) enhance
aspects of the plan’s governance, such as applying the same restrictions to dividends paid on restricted stock awards and
restricted stock units as the underlying award and limiting the shares that can be returned to the share reserve under the Amended
Plan, (4) provide for administration by the Compensation Committee, and (5) update other administrative terms in the Plan.
A copy of the Amended Plan is filed as Exhibit 10.1 to this
Current Report on Form 8-K.
Item 5.07 Submission of Matters to
a Vote of Security Holders.
At the Company’s Annual Meeting of Stockholders held on
September 16, 2019, the stockholders voted on the matters described below.
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1.
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The Company’s stockholders elected five directors, each to serve until the 2020 annual meeting of stockholders and until
their respective successors have been elected and qualified or until their earlier resignation or removal. The number of shares
that (a) voted for the election of each director and (b) withheld authority to vote for each director is summarized in the table
below:
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Director Nominee
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Votes For
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Votes Withheld
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Choi Lin Hung
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5,966,072
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1,779
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Wei (“Kitty”) Yang
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5,967,465
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386
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Gary J. Haseley
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5,926,423
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41,428
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Sean Socha
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5,966,123
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1,728
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Mak Chi Yan
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5,966,423
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1,428
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There were 446,842 broker non-votes with respect to the election
of each director. Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted because the
broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares
on a non-routine proposal.
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2.
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The Company’s stockholders approved the amendment and restatement of the Company’s 2018 Stock Incentive Plan. The
number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below:
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Votes For
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Votes Against
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Abstentions
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5,946,723
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17,128
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4,000
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There were 446,842 broker non-votes on the proposal to amend
and restate the Company’s 2018 Stock Incentive Plan.
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3.
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The Company’s stockholders ratified the selection of Friedman LLP as the Company’s independent registered public
accounting firm for the year ending March 31, 2020. The number of shares that voted for, against, and abstained from voting for
this proposal is summarized in the table below:
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Votes For
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Votes Against
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Abstentions
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6,410,499
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4,194
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0
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There were no broker non-votes on the proposal to ratify the
selection of the Company’s independent registered public accounting firm for the year ending March 31, 2020.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
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JERASH HOLDINGS (US), INC.
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Dated: September 19, 2019
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By:
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/s/ Richard J. Shaw
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Richard J. Shaw
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Chief Financial Officer
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