SEC Filings

Form Pre-14A dated August 16, 2013
Author:Aoxin Tianli Date:Aug/20/2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )
 
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Preliminary Proxy Statement
 
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
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Definitive Proxy Statement
 
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Definitive Additional Materials
 
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Soliciting Material under §240.14a-12
 
TIANLI AGRITECH, INC.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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TIANLI AGRITECH, INC.
 
September 6, 2013
 
Dear Shareholder:
 
The directors and officers of Tianli Agritech, Inc. join me in inviting you to attend the annual meeting of our shareholders on Friday, October 11, 2013, at 11:00 a.m. local time, at our headquarters, Suite K, 12th Floor, Building A, Jiangjing Mansion, 228 Yanjiang Ave., Jiang’an District, Wuhan City, Hubei Province, China 430010. The formal notice of this annual meeting and the proxy statement appear on the following pages and are accompanied by a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as amended. After reading the proxy statement and other materials, please submit your proxy promptly by telephone or via the Internet in accordance with the instructions on the enclosed proxy card, or by marking, signing and returning a physical proxy card by mail, to ensure that your votes on the business matters of the meeting will be recorded.
 
We hope that you will attend this meeting. Whether or not you attend, we urge you to submit your proxy promptly. Even after submitting the proxy, you may, of course, vote in person on all matters brought before the meeting.
 
 We look forward to seeing you on Friday, October 11, 2013.
 
   
Sincerely,
 
       
 
  /s/Hanying Li  
    Chief Executive Officer and Chair of the Board  
       
 
 
 

 
 
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TIANLI AGRITECH, INC.
 Suite K, 12th Floor, Building A, Jiangjing Mansion
228 Yanjiang Ave., Jiangan District, Wuhan City
Hubei Province, China 430010
 
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 
The annual meeting of the shareholders of Tianli Agritech, Inc. will be held on Friday, October 11, 2013, at 11:00 a.m., local time, at our headquarters, Suite K, 12th Floor, Building A, Jiangjing Mansion, 228 Yanjiang Ave., Jiangan District, Wuhan City, Hubei Province, China 430010.
 
Holders of common shares will be asked to consider and vote on the following matters:
 
(1) the election to our board of directors of three (3) Class III directors for a three-year term expiring at the 2016 Annual Meeting of Shareholders and until their successors are duly elected and qualified;
 
(2) the ratification of the selection of RBSM LLP as our independent registered public accountants for the fiscal year ending December 31, 2013;
 
(3) the approval of an amendment to our Amended and Restated Memorandum of Association (the “Memorandum of Association”) to effect, at any time prior to the next Annual Meeting, a reverse stock split of our outstanding common shares having a split ratio ranging from one-for-three to one-for-ten ("Split Ratio"), as such Split Ratio shall be determined by the Board of Directors of the Company to be in the best interest of the Company and its shareholders, and pay to our shareholders cash in lieu of fractional shares at fair market value. The Board of Directors reserves the right, after stockholder approval, to forego or postpone the filing of the amendment to the Memorandum of Association to effect a reverse stock split if it determines that action not to be in the best interest of the Company and its shareholders. If a reverse stock split is effected, the Memorandum of Association also will be amended so that the number of authorized shares will continue to be 50,000,000, notwithstanding the reverse stock split;
 
(4) the adoption, on an advisory basis, of a resolution approving the compensation of our named executive officers as disclosed in our Proxy Statement pursuant to Item 402 of Regulation S-K;
 
(5) the adoption, on an advisory basis, of a proposal on the frequency of future executive compensation advisory votes; and
 
(6) the transaction of any other business that may properly come before the Annual Meeting and any adjournments or postponements of the Annual Meeting.
 
We describe each of these proposals in more detail in the accompanying proxy statement, which you should read in its entirety before voting.
 
Only shareholders of record at the close of business on August 30, 2013 are entitled to notice of and to vote at this meeting and any adjournments or postponements of this meeting.
         
 
By order of the Board of Directors,
/s/Hanying Li
 Chief Executive Officer and Chair of the Board  
 
 
   Wuhan City, Hubei Province, China 430010
   September 6, 2013
 
 
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be Held on October 11, 2013:
 
The proxy statement and annual report are available at www.proxyvote.com.
 
Also available on the website is the Tianli proxy card, as well as additional voting information.
 
 
 

 
 
TABLE OF CONTENTS
   
 
Page
   
Questions and Answers About This Annual Meeting
 1
 
 
Proposal 1: Election of Directors
6
   
Report of the Audit Committee
14
   
Proposal 2: Ratification of Selection of Registered Public Accountants
15
   
Matters Relating to Independent Registered Public Accountants
16
   
Proposal 3: Amendments to Memorandum of Association to Effect a Reverse Stock Split of Our Common Shares and Increase the Number of Authorized Common Shares Following the Reverse Stock Split to 50,000,000
17
   
Proposal 4: Adoption, on an Advisory Basis, of a Resolution Approving the Compensation of Our Named Executive Officers
 24
   
Proposal 5: Adoption, on an Advisory Basis, of a Proposal on the Frequency of Future Non-Binding Shareholder Votes on the Compensation of our Named Executive Officers
24
   
Security Ownership of Beneficial Owners and Management
25
   
Annual Report
26
   
Other Matters
27
   
Non-Incorporation of Certain Matters
27
   
Delivery of Documents to Shareholders Sharing an Address
27
   
Expenses of Solicitation
27
 
 
 

 
 
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