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CNIT > SEC Filings for CNIT > Form 8-K on 31-Oct-2012All Recent SEC Filings

Show all filings for CHINA INFORMATION TECHNOLOGY, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CHINA INFORMATION TECHNOLOGY, INC.


31-Oct-2012

Submission of Matters to a Vote of Security Holders, Other Eve


Item 5.07 Submission of Matters to a Vote of Security Holders.

China Information Technology, Inc. (the "Company") held its 2012 Annual Meeting of Stockholders (the "Annual Meeting") on October 31, 2012. Proxies for the Annual Meeting were solicited pursuant to the Company's proxy statement/prospectus filed on July 30, 2012 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934 (the "Proxy Statement").

The Company's stockholders considered four proposals, each of which is described in the Proxy Statement. A total of 15,391,840 shares were represented in person or by proxy, or 56.99% of the total shares outstanding. The final results of votes with respect to the proposals submitted for stockholder vote at the Annual Meeting are set forth below.

Proposal No. 1 - Election of Directors

The stockholders elected five persons to the Board of Directors of the Company,
each to serve until the next annual meeting of stockholders of the Company or
until such person shall resign, be removed or otherwise leave office, as set
forth below:

Nominee             Votes For    Votes Withheld   Broker Non-Votes
Jiang Huai Lin      15,290,754       91,348            9,738
Zhi Qiang Zhao      15,312,988       69,114            9,738
Qiang Lin           15,288,504       93,598            9,738
Yun Sen Huang       15,315,238       66,864            9,738
Remington C.H. Hu   15,288,104       93,998            9,738

Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders voted to ratify the appointment of GHP Horwath, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012, as set forth below:

Votes For Votes Against Abstentions Broker Non-Votes 15,317,794 59,573 14,473 0

Proposal No. 3 - Advisory (Non-Binding) Vote on Executive Compensation

The stockholders voted, on a non-binding basis, to approve the compensation awarded to the Company's named executive officers as disclosed in the Proxy Statement, as set forth below:

Votes For Votes Against Abstentions Broker Non-Votes 15,197,397 134,302 44,603 15,538

Proposal No. 4 - Adoption of the Agreement and Plan of Merger and Reorganization

The stockholders voted to adopt the agreement and plan of merger and reorganization by and among the Company, China Information Technology, Inc., a newly formed company incorporated under the laws of the British Virgin Islands that is currently a wholly owned subsidiary of the Company ("CNIT BVI"), and China Information Mergerco Inc., a newly formed Nevada corporation that is currently a wholly owned subsidiary of CNIT BVI ("Merger Sub"), pursuant to which Merger Sub would merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of CNIT BVI, and whereby each issued and outstanding share of the common stock of the Company would be converted into the right to receive one ordinary share of CNIT BVI, which shares would be issued by CNIT BVI as part of the merger, as set forth below:


Votes For Votes Against Abstentions Broker Non-Votes 15,239,082 124,790 7,279 20,689

The Company's press release announcing the results of the Annual Meeting is attached hereto as Exhibit 99.1.



Item 8.01 Other Events.

On October 31, 2012, the Company completed the reorganization of the Company as a British Virgin Islands company. The shares of CNIT BVI will be listed on the NASDAQ Stock Market under the trading symbol "CNIT," the same symbol under which the shares of common stock of the Company were listed.

On October 31, 2012, the Company issued a press release announcing the completion of the merger. The press release is attached hereto as Exhibit 99.2.

Item 9.01             Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Description
  99.1          Press Release entitled China Information Technology, Inc. Announces
              Results of Its 2012 Annual Meeting of Stockholders and Approval of
              Reorganization Merger, dated October 31, 2012
  99.2          Press Release entitled China Information Technology, Inc. Completes
              Reorganization Merger, dated October 31, 2012


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