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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Jerash Holdings US Inc | NASDAQ:JRSH | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.0199 | -0.63% | 3.13 | 3.11 | 3.15 | 3.16 | 3.13 | 3.16 | 4,687 | 16:08:33 |
|
Date:
|
| | Monday, September 17, 2018 | |
|
Time:
|
| | 9:00 A.M. EDT | |
|
Location:
|
| |
New York Hilton Midtown
Gibson Room, 2nd Floor 1335 Avenue of the Americas New York, NY 10019 |
|
|
Record Date:
|
| | Friday, July 20, 2018 | |
|
2018 Annual Meeting Date and Time
|
| |
Monday, September 17, 2018
9:00 A.M. EDT |
|
|
Place
|
| |
New York Hilton Midtown
Gibson Room, 2nd Floor 1335 Avenue of the Americas New York, NY 10019 |
|
|
Record Date
|
| | Friday, July 20, 2018 | |
|
Voting
|
| | Stockholders of record as the record date are entitled to vote in person or by proxy at the Annual Meeting. Each share of common stock is entitled to one vote on each matter to be voted on at the Annual Meeting. | |
Proposal
|
| |
Voting Options
|
| |
Vote Required for
Approval |
| |
Broker
Discretionary Vote |
| |
Board
Recommendation |
|
1. Amend and Restate the Certificate of Incorporation to Increase Authorized Shares of Common Stock
|
| | “FOR,” “AGAINST” or “ABSTAIN” from voting | | | Affirmative vote of a majority of our outstanding shares must be in favor of this proposal | | |
No
|
| |
FOR
|
|
2. Elect Directors
|
| | “FOR” all nominees or “WITHHOLD” your vote for all or any of the nominees | | | Each nominee for director must receive a plurality of the votes cast | | |
No
|
| |
FOR EACH NOMINEE
|
|
3. Ratify Appointment of Independent Registered Public Accounting Firm
|
| | “FOR,” “AGAINST” or “ABSTAIN” from voting | | | Affirmative vote of a majority of the shares present must be in favor of this proposal and entitled to vote on the proposal | | |
Yes
|
| |
FOR
|
|
|
Annual Elections
|
| | Yes | | |
Code of Ethics
|
| | Yes | |
|
Board Independence
|
| | 60% | | |
Board and Committee Annual Self-Evaluation
|
| | Yes | |
|
Committee Independence
|
| | 100% | | |
Executive Sessions of Independent Directors
|
| | Yes | |
|
Committee Chair Independence
|
| | 100% | | |
Anonymous Reporting
|
| | Yes | |
|
Number of Financial Experts
|
| | One | | |
Anti-Corruption Policy
|
| | Yes | |
|
Board Gender Diversity
|
| | 20% Female | | |
Board Geographic Diversity
|
| | 60% Asia-Pacific based 40% U.S.-based | |
Name
|
| |
Age
|
| |
Director
Since |
| |
Independent
|
| |
Occupation
|
|
Choi Lin Hung
|
| |
56
|
| |
2017
|
| |
No
|
| | Chairman, Chief Executive Officer, President and Treasurer of the Company | |
Wei (“Kitty”) Yang
|
| |
35
|
| |
2017
|
| |
No
|
| | Vice President and Secretary of the Company | |
Gary J. Haseley
|
| |
56
|
| |
2018
|
| |
Yes
|
| | Retired; Former Senior Vice President and General Manager of Kaman Automation, Control & Energy | |
Sean Socha
|
| |
48
|
| |
2018
|
| |
Yes
|
| | Chief Financial Officer of Finger Lakes Technologies Group, Inc. | |
Mak Chi Yan
|
| |
55
|
| |
2018
|
| |
Yes
|
| | Executive Director of Genting Securities Limited | |
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| |
| Meeting Time and Applicable Dates | | |
This Proxy Statement is furnished in connection with the solicitation by the Board of Jerash Holdings (US), Inc., a Delaware corporation, of the accompanying proxy to be voted at the Annual Meeting to be held on
Monday, September 17, 2018, at
9:00 A.M. E
DT
, and at any adjournment or postponement thereof. The close of business on Friday, July 20, 2018 has been fixed as the record date for the determination of the stockholders entitled to notice of and to vote at the meeting.
|
|
|
Attending the Annual Meeting
|
| |
Jerash will host the Annual Meeting at the New York Hilton Midtown, Gibson Room, 2nd Floor, 1335 Avenue of the Americas, New York, NY 10019. The meeting will start at 9:00 A.M. EDT on September 17, 2018.
For information on how to obtain directions to the meeting, please contact us at (212) 575-9085.
Stockholders may vote and submit questions in accordance with the rules of conduct for the Annual Meeting while attending the Annual Meeting in person.
|
|
|
Notice of Internet Availability of Proxy Materials
|
| |
We have elected to use the “notice and access” rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), which allow us to provide stockholders access to our proxy materials over the Internet. Accordingly, we sent a Notice of Internet Availably of Proxy Materials (the “Notice”) to all of our stockholders as of the record date instead of a full printed set of proxy materials. The Notice includes instructions on how to access our proxy materials over the Internet and how to request a printed copy of these materials. In addition, by following the instructions in the Notice, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.
Our use of the “notice and access” rules and your choice to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.
|
|
|
Matters to be Voted Upon at the Annual Meeting
|
| |
At the Annual Meeting, holders of record of our common stock as of July 20, 2018 will consider and vote upon the following proposals:
1.
To approve the amendment and restatement of our Certificate of Incorporation to increase the number of authorized shares of our common stock, par value $0.001 per share (“common stock”);
2.
To elect five directors to the Board to serve until their successors are duly elected and qualified at the 2019 annual meeting of stockholders;
|
|
|
Revoking a Proxy
|
| | A stockholder who has given a proxy may revoke it at any time prior to its exercise by: | |
| | | |
•
executing and delivering a later-dated proxy;
|
|
| | | |
•
providing written notice of the revocation to the Secretary of the Company at the address above; or
|
|
| | | |
•
attending the Annual Meeting and voting in person.
Please note that attending the Annual Meeting alone is not enough to revoke a proxy.
If you have instructed a broker to vote your shares, you may submit a new, later-dated voting instruction form to your broker or contact your broker.
|
|
|
Proxy Instructions
|
| |
All shares of common stock represented by properly executed proxies returned and not revoked will be voted in accordance with instructions you give in the proxy.
If you return a signed proxy but do not indicate voting instructions, your proxy will be voted as recommended by the Board, or “FOR” the following proposals:
|
|
| | | |
•
the approval of an amendment and restatement of our Certificate of Incorporation to increase the number of authorized shares of our common stock;
|
|
| | | |
•
electing the five director nominees named in the Proxy Statement;
|
|
| | | |
•
ratifying the appointment of Friedman as our independent registered public accounting firm for the fiscal year ending March 31, 2019; and
|
|
| | | |
•
in the proxy holder’s best judgment as to any other matters properly brought before the Annual Meeting.
|
|
|
Participants in the Proxy Solicitation
|
| |
This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board in connection with the Annual Meeting. The Company will bear the cost of soliciting proxies. We have retained Broadridge Financial Solutions, Inc. to assist with soliciting proxies for a fee of approximately $15,000, plus reimbursement of reasonable expenses. In addition, our directors, officers and employees may solicit proxies by telephone or otherwise.
We will reimburse brokers for their expenses in forwarding proxies and proxy materials to the beneficial owners of shares held in street name.
|
|
|
Results of the Annual Meeting
|
| |
We will report the voting results in a filing with the SEC on a Current Report on Form 8-K within four business days of the conclusion of the Annual Meeting.
If the official results are not available at that time, we will provide preliminary voting results and will provide the final results in an amendment to the Form 8-K as soon as practicable after they become available.
|
|
|
Availability of Proxy Materials
|
| | Copies of this Proxy Statement, our annual report on Form 10-K for the year ended March 31, 2018 and a letter to our stockholders are available at www.proxyvote.com . These materials may also be obtained by writing to our Corporate Secretary at the address above or calling 1-800-579-1639 by September 3, 2018 to receive the materials before the annual meeting. | |
|
Multiple Copies of Notice
|
| |
You may receive more than one set of the Notice if you hold your shares in more than one brokerage account or your shares are registered in more than one name. Please use each Notice you receive to vote your shares to ensure that all of your votes are counted at the Annual Meeting.
For more information, see the section entitled, “Notice Regarding Delivery of Stockholder Documents” below.
|
|
|
Contact for Questions
|
| |
If you have any questions or need assistance in voting your shares, please contact us at the address and phone number below.
Richard J. Shaw
Jerash Holdings (US), Inc. 147 W. 35 th Street, Room #1603 New York, NY 10001 (212) 575-9085 |
|
Name
|
| |
Age
|
| |
Director
Since |
| |
Independent
|
| |
Occupation
|
|
Choi Lin Hung
|
| |
56
|
| |
2017
|
| |
No
|
| |
Chairman, Chief Executive Officer, President and Treasurer of the Company
|
|
Wei (“Kitty”) Yang
|
| |
35
|
| |
2017
|
| |
No
|
| | Vice President and Secretary of the Company | |
Gary J. Haseley
|
| |
56
|
| |
2018
|
| |
Yes
|
| |
Retired; Former Senior Vice President and General Manager of Kaman Automation, Control & Energy
|
|
Sean Socha
|
| |
49
|
| |
2018
|
| |
Yes
|
| |
Chief Financial Officer of Finger Lakes
Technologies Group, Inc. |
|
Mak Chi Yan
|
| |
55
|
| |
2018
|
| |
Yes
|
| | Executive Director of Genting Securities Limited | |
|
Choi Lin Hung
Age: 56 |
| | Principal Occupation: Chairman, Chief Executive Officer, President and Treasurer of the Company | |
|
Director since:
|
| | Business Experience: | |
| May 2017 | | |
•
Experience with the Company’s subsidiaries since 2012:
|
|
| | | |
•
Director of Jerash Garments since 2012
|
|
| | | |
•
General Manager of Chinese Garments and Jerash Embroidery since 2015
|
|
| | | |
•
Director of Treasure Success since 2016
|
|
| | | |
•
Previously held positions with Deutsche Bank and First Pacific Bank
|
|
| | | | Current Directorships: | |
| | | |
•
Victory City International Holdings Ltd., a textile and fabric manufacturing group listed on the Stock Exchange of Hong Kong
•
Jiangmen V-Apparel Manufacturing Ltd., a garment manufacturing company incorporated in the People’s Republic of China, which is a subsidiary of Victory City International Holdings Ltd.
|
|
| | | | Skills and Expertise: | |
| | | |
•
Over 20 years of experience in the garment industry, including fabric manufacturing and trading
•
Critical institutional knowledge of Jerash and its subsidiaries
•
Financial and treasury expertise
|
|
|
Wei “Kitty” Yang
Age: 35 |
| | Principal Occupation: Vice President and Secretary of the Company | |
| Director since: | | |
Business Experience:
|
|
| May 2017 | | |
•
Deputy General Manager of Jerash Garments since 2014
•
Former Deputy Operations Officer for Martino Holding Limited, handling business operations with global clientele and suppliers from 2010 to 2014
•
Former Partner at Eternity Travel Agency from 2008 to 2010
•
Former Human Resources Chief at Jordan Dragon Garment Co. Ltd., a company listed in Taiwan, where she established and implemented human resources policies and processes for over 4,000 employees
|
|
| | | | Skills and Expertise: | |
| | | |
•
Fluent in English, Arabic and Chinese
•
Experience as a liaison with overseas customers and suppliers and in human resources management
•
Critical institutional knowledge of Jerash and its subsidiaries
|
|
|
Gary Haseley
Age: 56 |
| | Principal Occupation: Retired; Former Senior Vice President and General Manager of Kaman Automation, Control & Energy | |
| Director since: | | |
Business Experience:
|
|
| May 2018 | | |
•
Former Senior Vice President and General Manager of Kaman Automation, Control & Energy, a division of Kaman Corporation, a manufacturer in the aerospace industry and the third largest distributor in the power transmission/motion control market from 2012 to 2016
•
Former President and Chief Executive Officer of Zeller Corporation, a distributor of electrical and automation components and solutions, from 2001 to 2012
|
|
| | | | Current Directorships: | |
| | | |
•
Genesee Regional Bank
•
Transcat, Inc. (Nasdaq: TRNS)
|
|
| | | | Skills and Expertise: | |
| | | |
•
Over 20 years of experience in the distribution and services markets
•
Experience in corporate governance best practices
|
|
|
Sean Socha
Age: 49 |
| | Principal Occupation: Chief Financial Officer of Finger Lakes Technology Group, Inc. | |
| Director since: | | |
Business Experience:
|
|
| May 2018 | | |
•
Chief Financial Officer of Finger Lakes Technology Group, Inc. since 2014
•
Former Chief Financial Officer and Chief Operating Officer of Tech Valley Communications from 2011 to 2014
•
Former Chief Financial Officer and Senior Vice President of ClearMomentum, Inc. from 2009 to 2011
|
|
| | | | Skills and Expertise: | |
| | | |
•
In-depth understanding of finance and accounting practices
•
Leadership skills as a senior officer
|
|
|
Mak Chi Yan
Age: 55 |
| | Principal Occupation: Executive Director of Genting Securities Limited | |
| Director since: | | |
Business Experience:
|
|
| May 2018 | | |
•
Executive Director of Genting Securities Limited since 2011
•
Former Associate Director of Uob Kay Hian Hong Kong Limited from 2003 to 2011
•
Former Vice President of Institutional Sales at Worldsec International Limited, an affiliate of the Bank of Tokyo-Mitsubishi, Ltd. from 2000 to 2002
•
Former Head of International Sales for the Corporate & Institutional Business Group at HLG Securities SDN BHD from 1999 to 2000
|
|
| | | | Skills and Expertise: | |
| | | |
•
In-depth understanding of finance, business development and operations
•
Leadership skills as a senior officer
|
|
Director
|
| |
Audit
|
| |
Compensation
|
| |
Nominating and
Corporate Governance |
|
Gary J. Haseley
|
| |
X
|
| |
C
|
| |
X
|
|
Choi Lin Hung | | | | | | | | | | |
Sean Socha
|
| |
C
|
| |
X
|
| |
X
|
|
Mak Chi Yan
|
| |
X
|
| |
X
|
| |
C
|
|
Wei (“Kitty”) Yang | | | | | | | | | | |
Name
|
| |
Age
|
| |
Office and Position
|
|
Choi Lin Hung
|
| |
56
|
| | Chairman, Chief Executive Officer, President and Treasurer of the Company | |
Richard J. Shaw
|
| |
51
|
| | Chief Financial Officer | |
Wei (“Kitty”) Yang
|
| |
35
|
| | Vice President and Secretary of the Company | |
Name and Principal Position
|
| |
Year Ended
March 31, |
| |
Salary
($) |
| |
Bonus
($) |
| |
Option
Awards ($) |
| |
All Other
Compensation ($) |
| |
Total
($) |
|
Choi Lin Hung
Chief Executive Officer, President and Treasurer |
| |
2018
|
| |
75,000
|
| |
—
|
| |
—
|
| |
—
|
| |
75,000
|
|
|
2017
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| ||
Richard J. Shaw
Chief Financial Officer |
| |
2018
|
| |
50,000
|
| |
—
|
| |
—
|
| |
—
|
| |
50,000
|
|
|
2017
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| ||
Wei (“Kitty”) Yang
Vice President and Secretary |
| |
2018
|
| |
62,750
|
| |
—
|
| |
—
|
| |
—
|
| |
62,750
|
|
|
2017
|
| |
33,333
|
| |
81,442
|
| |
—
|
| |
—
|
| |
114,775
|
| ||
Timothy G. Murphy
Former President, Treasurer and sole director |
| |
2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
2017
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
Plan category
|
| |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights |
| |
Weighted-average
exercise price of outstanding options, warrants and rights |
| |
Number of securities
remaining available for future issuance under equity compensation plans |
| |||||||||
Equity compensation plans not approved by security
holders |
| | | | — | | | | | | — | | | | | | 1,484,250 | | |
Total
|
| | | | — | | | | | | — | | | | | | 1,484,250 | | |
Name
|
| |
Number of
Shares (1) |
| |
Percentage
(1)
|
| ||||||
Named Executive Officers and Directors: | | | | | | | | | | | | | |
Choi Lin Hung
(2)
Chairman, Chief Executive Officer, President and Treasurer |
| | | | 4,641,913 (3) | | | | | | 39.8 % | | |
Kitty Yang
Vice President, Secretary and Director |
| | | | 361,350 (4) | | | | | | 3.2 % | | |
Richard J. Shaw
Chief Financial Officer |
| | | | 1,000 | | | | | | * | | |
Gary J. Haseley
Director |
| | | | 59,000 (5) | | | | | | * | | |
Sean Socha
Director |
| | | | — | | | | | | — | | |
Mak Chi Yan
Director |
| | | | — | | | | | | — | | |
All directors and executive officers as a group (6 persons)
|
| | | | 5,063,263 | | | | | | 43.0 % | | |
5% Stockholders: | | | | | | | | | | | | | |
Merlotte Enterprise Limited
(2)
19/F, Ford Glory Plaza 37-39 Wing Hong Street Cheung Sha Wan, Kowloon, Hong Kong |
| | | | 4,305,875 | | | | | | 38.0 % | | |
Lee Kian Tjiauw
Flat A, 9/F, Block 3, Regency Park 3 Wah King Road Kwai Chung, Hong Kong |
| | | | 2,798,031 | | | | | | 24.7 % | | |
Ng Tsze Lun
19/F, Ford Glory Plaza 37-39 Wing Hong Street Cheung Sha Wan, Kowloon, Hong Kong |
| | | | 1,324,631 (6) | | | | | | 11.7 % | | |
| | |
2018
|
| |
2017
|
| ||||||
Audit Fees
(1)
|
| | | $ | 215,000 | | | | | $ | 223,000 | | |
Audit-Related Fees
(2)
|
| | | | 25,000 | | | | | | — | | |
Tax Fees
(3)
|
| | | | — | | | | | | — | | |
All Other Fees
(4)
|
| | | | — | | | | | | — | | |
Total Fees
|
| | | $ | 240,000 | | | | | $ | 223,000 | | |
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