8-K

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): July 13, 2012

CHINA ARMCO METALS, INC.

[Missing Graphic Reference]

(Exact name of registrant as specified in its charter)

Nevada	001-34631	26-0491904
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

One Waters Park Drive, Suite 98  San Mateo, CA	94403
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 212-7620

Not Applicable

(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):

[  ]  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))

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Approval of the Amendment to Amended and Restated 2009 Stock Incentive Plan.

At the 2012 Annual Meeting of Stockholders of China Armco Metals, Inc. (“the Company”) on July 13, 2012, the Company’s stockholders approved an amendment to the Amended and Restated 2009 Stock Incentive Plan, to increase the shares of our common stock available for issuance thereunder by 3,000,000 shares. 

A copy of the Amendment to the Amended and Restated 2009 Stock Incentive Plan is filed as Exhibit 10.1 to this report, and is incorporated herein by reference.  In addition, a more detailed description of the Amendment to the Amended and Restated 2009 Stock Incentive Plan is contained in Proposal No. 4 of the Company’s Proxy Statement dated June 4, 2012 (the “2012 Proxy Statement”) and filed with the United States Securities and Exchange Commission on June 7, 2011.

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

On July 13, 2012, the Company held its 2012 Annual Meeting of Stockholders (the “2012 Annual Meeting”).  The stockholders of the Company voted on four proposals at the Annual Meeting.  For more information on the following proposals, see the Company’s 2012 Proxy Statement, the relevant portions of which are incorporated herein by reference. Below are the final voting results.

1.  Election of Directors. The first proposal was the election of five directors to serve as members of the Board of Directors until the 2013 Annual Meeting of Stockholders or until their successors are duly elected.  

Nominee	For	Against	Broker Non-Votes
Mr. Kexuan Yao	7,264,280	618,327	1,947,637
Mr. Weigang Zhao	6,871,115	1,011,492	1,947,637
Mr. Weiping Shen	6,730,535	1,152,07	1,947,637
Mr. William Thomson	7,095,28	787,327	1,947,637
Mr. Kam Ping Chan	6,731,515	1,151,092	1,947,637

The five candidates above received the five highest numbers of affirmative votes to be elected as a director. Each of the five candidates above was elected to serve as a member of the Board of Directors at the 2012 Annual Meeting until the Company’s next annual meeting or until their respective successors are duly elected and qualified.

2. Ratification of the Appointment of Independent Registered Public Accounting Firm.  The second proposal was the ratification of the appointment of Li & Company, PC as the Company’s independent registered public accounting firm for the fiscal year ending on December 31, 2012.   

For	Against	Abstain	Broker Non-Votes
8,867,202.	899,792	63,250	0

The votes cast “FOR” the ratification of the appointment of Li & Company, PC as the Company’s independent registered public accounting firm for the fiscal year ending on December 31, 2012 exceed the votes cast against the proposal. The appointment of Li & Company, PC as the Company’s independent registered public accounting firm for the fiscal year ending on December 31, 2012 was ratified at the 2012 Annual Meeting.

3. Approval of An Amendment to the Amended and Restated 2009 Stock Incentive Plan.  The third proposal was the approval of an amendment to Amended and Restated 2009 Stock Incentive Plan, to increase the shares of our common stock available for issuance thereunder by 3,000,000 shares. 

For	Against	Abstain	Broker Non-Votes
6,228,376	1,632,831	21,400	1,947,637

The votes cast “FOR” the amendment to Amended and Restated 2009 Stock Incentive Plan exceed the votes cast against the proposal. The amendment to Amended and Restated 2009 Stock Incentive Plan, to increase the shares of our common stock available for issuance thereunder by 3,000,000 shares, was approved at the 2012 Annual Meeting.

4. Approval of the Change of the Company’s Name to “ARMCO METALS HOLDINGS, INC.”  The final proposal was the approval of an amendment to our Certificate of Incorporation to change our corporate name to Armco Metals Holdings, Inc.

For	Against	Abstain	Broker Non-Votes
7,250,930	533,977	97,700	1,947,637

The votes cast “FOR” the amendment to our Certificate of Incorporation to change our corporate name to Armco Metals Holdings, Inc. did not reach a majority of the outstanding voting power. The proposal to change the Company’s name to Armco Metals Holdings, Inc. was defeated.

Item 8.01.   Other Events.

On July 18, 2012, the Company issued a press release announcing the results of the proposals submitted to a vote of the Company’s stockholders at the 2012 Annual Meeting. A copy of the press release is filed as Exhibit 99.1 to this report, and is incorporated herein by reference.

Item 9.01(d).  Exhibits.

(d)           Exhibits.

10.1	Amendment to the Amended and Restated 2009 Stock Incentive Plan, effective as of July 13, 2012.
99.1	Press Release – July 18, 2012, Results of Annual General Meeting.

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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, thereunto duly authorized.

	CHINA ARMCO METALS, INC.
Date:  July 18, 2012	By:	/s/ Kexuan Yao
	Name:	Kexuan Yao
	Title:	Chief Executive Officer

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Exhibit Index

Exhibit No.	Description
10.1	Amendment to the Amended and Restated 2009 Stock Incentive Plan, effective as of July 13, 2012.
99.1	Press Release – July 18, 2012, Results of Annual General Meeting.

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EX-10.1

Exhibit 10.1

AMENDMENT TO CHINA ARMCO METALS, INC.’S

AMENDED AND RESTATED

2009 STOCK OPTION PLAN

 China Armco Metals, Inc. (the “Company”) previously approved and adopted the Amended and Restated 2009 Stock Option Plan (the “Plan”) to promote the success and enhance the value of the Company by linking the personal interests of the Plan’s participants to those of the Company’s stockholders and by providing such individuals with an incentive for outstanding performance in order to help grow the Company and to generate superior returns to its shareholders. By this Amendment, the Company desires to amend the Plan to increase the number of shares available under the Plan.

1.                   Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Plan.

2.                   The effective date of this Amendment to the Plan shall be July 13, 2012, upon the stockholders’ approval.

3.                   Section 4.1 of the Plan is amended and restated in its entirety as follows:

Number of Shares Available for Awards

“Subject to adjustment as provided in Section 17 hereof, the number of shares of Stock available for issuance under the Plan shall be no greater than 5,200,000 (five million two-hundred thousand) shares of Stock, all of which may be granted as Incentive Stock Options.  Stock issued or to be issued under the Plan shall be authorized but unissued shares; or, to the extent permitted by applicable law, issued shares that have been reacquired by the Company.”

4.                   This Amendment shall amend only the provisions of the Plan as set forth herein. Those provisions of the Plan not expressly amended hereby shall be considered in full force and effect.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized representative on this July 13, 2012.

China Armco Metals, Inc.

/s/ Kexuan Yao

Kexuan Yao

Chief Executive Officer

EX-99.1

Exhibit 99.1

China Armco Metals Announces Results from its Annual General Meeting

SAN MATEO, CA--(Marketwire – 7/18/12) - China Armco Metals, Inc. (NYSE MKT: CNAM - News) (“China Armco” or “the Company”), a distributor of imported metal ore and metal recycler, today announced results from its Annual General Meeting of Stockholders.

On July 13, 2012, China Armco hosted its Annual General Meeting in Foster City, California. Shareholders approved the following items at the Annual General Meeting:

1.	Election of directors: Kexuan Yao, Weigang Zhao, Weiping Shen, William Thomson, and Kam Ping Chan.
2.	Appointment of Li & Company as independent accounting firm.

3.   Amendment to the Amended and Restated 2009 Stock Incentive Plan.

The proposal to change the Company’s name to Armco Metals Holdings, Inc. was not approved because the votes cast “FOR” such proposal did not reach a majority of the outstanding voting power.

The voting process was administered by an independent professional services firm, Issuer Direct Corporation. Details of the results of the Annual General Meeting are available in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission today.

About China Armco Metals, Inc.

China Armco Metals, Inc. is engaged in the sale and distribution of metal ore and non-ferrous metals throughout the PRC and is in the recycling business in the PRC. China Armco's customers throughout China include some of the fastest growing steel producing mills and foundries in the PRC. Raw materials are acquired from a global group of suppliers located in diverse countries, including, but not limited to, Brazil, India, Indonesia, Ukraine and the United States. China Armco's product lines include ferrous and non-ferrous ore, iron ore, chrome ore, nickel ore, magnesium, copper ore, manganese ore, steel billet and recycled scrap metals. For more information about China Armco, please visit http://www.armcometals.com.

Forward-Looking Statement

In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, China Armco Metals, Inc., is hereby providing cautionary statements identifying important factors that could cause our actual results to differ materially from those projected in forward-looking statements (as defined in such act). Any statements that are not historical facts and that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, indicated through the use of words or phrases such as "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "intends," "plans," "believes" and "projects") may be forward-looking and may involve estimates and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements. These statements include, but are not limited to, our expectations regarding our revenues and production related to our scrap metal recycling operations and the extent of government imposed energy restrictions and resulting blackouts and impact on our recycling operations.

In addition, any such statements are qualified in their entirety by reference to, and are accompanied by, the following key factors that have a direct bearing on our results of operations:

We caution that the factors described herein could cause actual results to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. This press release is qualified in its entirety by the following, including, but not limited to, any expectations with respect to the Company's revenues and operations, institution of governmental regulations relating to our businesses and the international economic climate, and the cautionary statements and risk factor disclosures contained in our Securities and Exchange Commission filings, including our Annual Report on Form 10-K for the year ended December 31, 2011.

For more information, please contact:

Company:

US Contact:

Christina Xiong

Investor Relations

China Armco Metals, Inc.

Office: 650.212.7620

Email: christina@armcometals.com

Website: www.armcometals.com

China Contact:

Julie Gu

Office: 021-62375286

Email: julie.gu@armcometals.com

Website: www.armcometals.com