f11281108k.htm
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 EARLIEST REPORTED EVENT: November 21, 2011
 
CHINA NORTH EAST PETROLEUM HOLDINGS LIMITED
(Exact name of Registrant as specified in its charter)

Nevada
000-49846
87-0638750 
(State or other jurisdiction
(Commission File Number)
(IRS Employer Identification Number)
of incorporation)
    
 
445 Park Avenue, New York, New York 10022
 (Address of principal executive offices)
 
(212) 307-3568
(Registrant’s telephone number, including area code)
 
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:

o
Written communications pursuant to Rule 425 under the Securities Act

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
 
 
 
 
Item 5.07.  Submission of Matters to a Vote of Security Holders

On November 21, 2011, China North East Petroleum, a Nevada corporation (the “Company”), held an annual meeting of its stockholders (the “Annual Meeting”). Present at the Annual Meeting, in person or by proxy, were holders of 28,130,413 shares of the Company’s common stock, or 79.05% of all shares eligible to vote on the following items:

 
·
to elect five persons to the Board of Directors of the Company, each to serve until the next annual meeting of shareholders of the Company or until his or her successor is elected or appointed and qualified;
 
·
to ratify the appointment of Baker Tilly Hong Kong Limited as the Company’s independent registered public accounting firm;
 
·
to approve an amendment to the 2006 Stock Option / Stock Issuance Plan to increase the number of shares reserved thereunder by 2,500,000;
 
·
to adopt a non-binding resolution to approve the compensation of our named executive officers (the “Say on Pay Vote”); and
 
·
to consider an advisory vote on the frequency of the Say on Pay Vote.

Proposal 1:  Hongjun Wang, Jingfu Li, Ruishi Hu, Yau-Sing Tang and John Robert Nicholls were elected to the Company’s board of directors for the term of one year as follows:

Name
  
For
  
Against
  
Abstain
  
Broker Non-Votes
Hongjun Wang
  
14,105,163
  
136,389
  
126,084
  
13,762,777
Jingfu Li
  
14,053,564
  
187,988
  
126,084
  
13,762,777
Ruishi Hu
  
14,034,812
  
206,740
  
126,084
  
13,762,777
Yau-Sing Tang
  
14,046,128
  
195,424
  
126,084
  
13,762,777
John Robert Nicholls
  
14,155,457
  
86,095
  
126,084
  
13,762,777


Proposal 2:  The ratification of the appointment of Baker Tilly Hong Kong Limited as the Company’s independent registered public accounting firm was approved by the stockholders as follows:

For
  
Against
  
Abstain
  
Broker Non-Votes
27,419,092
  
586,002
  
125,319
  
-0-

Proposal 3:  The amendment to the 2006 Stock Option / Stock Issuance Plan to increase the number of shares reserved thereunder by 2,500,000 was approved by the stockholders as follows:

For
  
Against
  
Abstain
  
Broker Non-Votes
13,396,482
  
917,521
  
53,633
  
13,762,777

Proposal 4:  The non-binding proposal on the Company's executive compensation was approved by the stockholders as follows:

For
  
Against
  
Abstain
  
Broker Non-Votes
13,823,560
  
422,629
  
121,447
  
13,762,777


Proposal 5:  The stockholders approved that future advisory votes on the Company's executive compensation be held every three years.

One Year
  
Two Years
  
Three Years
  
Abstain
  
Broker Non-Votes
679,749
  
180,832
  
13,367,358
  
139,697
  
13,762,777
 
 
 
 
 
A plurality of the Company’s stockholders selected three years as the frequency for the non-binding advisory vote on the compensation of the Company’s executive officers. The Company has decided to adopt three years as the frequency for the non-binding advisory vote on the compensation of the Company’s executive officers until the next stockholder vote on the frequency of the advisory vote on the compensation of the Company’s executive officers is required.


 
 
 
 
 
 
 

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 NORTH EAST PETROLEUM HOLDINGS LIMITED
     
     
Date: November 28, 2011
By:  
/s/ Jingfu Li
 
Jingfu Li
 
Acting Chief Executive Officer