0001174947-16-002942.txt : 20160728 0001174947-16-002942.hdr.sgml : 20160728 20160728092253 ACCESSION NUMBER: 0001174947-16-002942 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160727 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20160728 DATE AS OF CHANGE: 20160728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JPMORGAN CHINA REGION FUND, INC. CENTRAL INDEX KEY: 0000888137 IRS NUMBER: 223178023 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 811-06686 FILM NUMBER: 161788607 BUSINESS ADDRESS: STREET 1: 100 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4106256640 MAIL ADDRESS: STREET 1: C/O JPMORGAN CHASE BANK, N.A. STREET 2: 4 NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: JFMORGAN CHINA REGION FUND INC DATE OF NAME CHANGE: 20140115 FORMER COMPANY: FORMER CONFORMED NAME: JF CHINA REGION FUND INC DATE OF NAME CHANGE: 20031016 FORMER COMPANY: FORMER CONFORMED NAME: JARDINE FLEMING CHINA REGION FUND INC DATE OF NAME CHANGE: 19920929 8-K 1 form8k-16345_jfc.htm 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 27, 2016

 

JPMorgan China Region Fund, Inc.
 
(Exact name of registrant as specified in its charter)

 

Maryland 811-06686 22-3178023
 
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)

 

   
One Beacon Street, 18th Fl., Boston, MA 02108
 
   
(Address of Principal Executive Offices) (Zip Code)

 

(800) 441-9800

  

Registrant’s Telephone Number, Including Area Code

 

JPMorgan China Region Fund, Inc.
 
(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:

 

¨    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))

 

 

 

 

 

 

Table of Contents

 

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

 

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

 

Signatures

 

 

 

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

 

(b)

 

On November 9, 2015, JPMorgan China Region Fund (“JFC” or the “Fund”) was notified by Alexander R. Hamilton, a member of the Board of Directors (the “Board”) of the Fund, that he would not stand for re-election as a Class II director at the 2016 Annual Meeting of Stockholders (the “Annual Meeting”). Additionally, on November 9, 2015, the Fund was notified by John R. Rettberg, a member of the Board of the Fund, that he would not stand for re-election as a Class II director at the Annual Meeting. Messrs. John R. Rettberg’s and Alexander R. Hamilton’s decisions to not stand for re-election were not due to any disputes or disagreements with the Fund on any matters relating to the Fund’s operations, policies or practices.

 

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

The Annual Meeting of JFC was held on July 20, 2016. A quorum was present at the Annual Meeting. Three matters were submitted to the stockholders and voted upon at the Annual Meeting, which are more fully described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 28, 2016 (the “Proxy Statement”). One matter was put forth by the Board: to elect two (2) Directors of the Fund, John R. Hass and Alistair E.M. Laband, to hold office for the term indicated and until their successors shall have been elected and qualified. The Board recommended stockholders vote for both nominees.

 

In addition, Ancora Advisors LLC, (“Ancora”), the manager of two dissident Stockholders, Ancora Catalyst Fund LP and Merlin Partners LP, put forth two Stockholder proposals for consideration at the Annual Meeting (the “Ancora Proposals”). The proposals were: (i) that the Investment Advisory Agreement between JPMorgan China Region Fund, Inc. and JF International Management Inc. shall be terminated effective as soon as is legally permissible thereunder; and (ii) the Stockholders of JPMorgan China Region Fund, Inc. request that the Board of Directors authorize a self-tender offer for all of the outstanding shares of the Fund’s common stock, par value $0.01 per share, at or close to net asset value. If more than 50% of the Fund’s outstanding shares are submitted for tender, then the Stockholders request that the tender offer be cancelled and that the Fund should be liquidated or converted into an exchange traded fund or an open-end mutual fund. The Board recommended the shareholders vote against each of the Ancora Proposals.

 

At the Annual Meeting, the Fund’s stockholders voted in accordance with the recommendations of the Board, approving the appointment of the two Directors of the Fund, and to reject the two proposals put forth by Ancora. The final results, certified by the American Election Services, Inc., the independent inspector of elections for the Annual Meeting, were as follows:

 

 

 

(1)to elect two (2) Directors of the Fund, to hold office for the term indicated and until their successors shall have been elected and qualified:

 

  For Withheld
Hass 4,658,869 793,318
Laband 4,658,941 793,246

 

(2)that the Investment Advisory Agreement between JPMorgan China Region Fund, Inc. and JF International Management Inc. shall be terminated effective as soon as is legally permissible thereunder:

 

For Against Abstain
748,682 4,462,875 23,646

 

(3)the Stockholders of JPMorgan China Region Fund, Inc. request that the Board of Directors authorize a self-tender offer for all of the outstanding shares of the Fund’s common stock, par value $0.01 per share, at or close to net asset value. If more than 50% of the Fund’s outstanding shares are submitted for tender, then the Stockholders request that the tender offer be cancelled and that the Fund should be liquidated or converted into an exchange traded fund or an open-end mutual fund:

 

For Against Abstain
1,032,137 4,180,838 15,316

 

 

 

 

 

 

 

SIGNATURE

 

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.

 

 

 

  JPMorgan China Region Fund, Inc.
   
   
   
  By:        /s/ Lucy Dina     
Date:  July 27, 2016 Name:   Lucy Dina
  Title:     Secretary