cdii8-k.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) April 22, 2011

_________________
 
CHINA DIRECT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
 
 
Florida
001-33694
13-3876100
     
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
431 Fairway Drive, Suite 200, Deerfield Beach, Florida 33441
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code (954) 363-7333 
 
 
(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 (17 CFR 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))


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

 
(a)
The Annual Meeting of Shareholders (the “Annual Meeting”) of China Direct Industries, Inc. was held on April 22, 2011 at the Jin Jiang Hotel, 59 Maoming Road (S), Shanghai, 200020 China.
       
 
(b)
The following directors were elected at the Annual Meeting to hold office until the annual meeting of shareholders for the fiscal year ending September 30, 2011 and until their successors are elected and qualified:
       
     
Yuejian (James) Wang. Ph.D.
     
Yuwei Huang
     
David Barnes
     
Sheldon Steiner
     
Philip Y. Shen, Ph.D.
     
Adam Wasserman
       
   
In addition, the shareholders (i) ratified the selection of Sherb & Co., LLP as the Company’s independent auditor for fiscal 2011, (ii) approved under the applicable provisions of Nasdaq Marketplace Rule 5635 the issuance of our common stock in connection with the July 13, 2010 Equity Transfer Agreement we entered into to acquire an 80% interest in Taiyuan Ruiming Yiwei Magnesium Industry Co., Ltd., (iii) approved a non-binding advisory vote regarding the compensation of our named executive officers, and (iv) approved a resolution requiring us to seek a non-binding advisory vote of our shareholders to approve of the compensation of our named executive officers every three years.  A total of 25,808,852 shares of the Company’s common stock outstanding and entitled to vote were present at the meeting in person or by proxy. The voting results were as follows:

   
1.
The vote on the election of directors to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified was as follows:

   
Votes Cast
 
   
For
  
Withheld
  
Non-Votes
Yuejian (James) Wang, Ph.D.
  
8,810,778
  
421,826
  
16,576,248
Yuwei Huang
  
8,798,718
  
443,886
  
16,576,248
David Barnes
  
8,704,177
  
528,427
  
16,576,248
Sheldon Steiner
  
8,702,345
  
530,259
  
16,576,248
Philip Y. Shen, Ph.D.
  
8,687,476
  
545,128
  
16,576,248
Adam Wasserman
  
8,706,146
  
526,458
  
16,576,248

   
2.
The vote on the approval of the issuance of our common stock in connection with the equity transfer agreement to acquire an 80% interest in Taiyuan Ruiming Yiwei Magnesium Industry Co., Ltd. was as follows:
 
Votes Cast
             
For
  
Against
  
Abstain
  
Non-Votes
8,947,362
  
239,142
  
46,100
  
16,576,248

   
3.
The vote to consider and conduct a non-binding advisory vote regarding the compensation of named executive officers was as follows:

Votes Cast
             
For
  
Against
  
Abstain
  
Non-Votes
7,366,770
  
1,775,668
  
90,166
  
16,576,248
 
 
 
 
 
 
 
   
4.
The vote to consider and conduct a non-binding advisory vote upon the frequency of shareholder approval of compensation of named executive officers was as follows:
 
Votes Cast
         
1 Year
2 Years
3 Years
Abstain
Non-Votes
1,975,001
179,983
6,829,328
248,292
16,576,248
 
   
5.
The vote on the ratification of the appointment of Sherb & Co., LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2011 was as follows:

   
Votes Cast
 
    
For
  
Against
  
Abstain
23,662,772
  
1,867,549
  
278,531


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.
 
 
 
CHINA DIRECT INDUSTRIES, INC.
     
 Date: April 26, 2011
By:
/s/ Lazarus Rothstein
   
Lazarus Rothstein,
   
Executive Vice President and General Counsel