BAIYU (BYU) 8-KSubmission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 29, 2024

BAIYU Holdings, Inc.

(Exact name of registrant as specified in its charter)

Room 3703, Jingji Binhe Times Building, Binhe Avenue, Futian District

Shenzhen, Guangdong, PRC 518000

(Address of Principal Executive Offices)

+86 (0755) 82792111

(Issuer’s telephone number)

(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 to the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

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

On November 29, 2024, BAIYU Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of the Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the four proposals described below.

As of the record date for the Annual Meeting, there were 49,945,235 shares of common stock outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 42,524,386 (85.14%) of the total outstanding shares of common stock were presented in person or by proxy.

The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

The following four nominees were reelected to serve on the Company’s Board of Directors (the “Board”) until the 2025 Annual Meeting of Stockholders or until his or her respective successors have been duly elected and qualified, or until his or her earlier resignation or removal, having received the following votes:

As previously reported in a Current Report on Form 8-K filed on November 29, 2024, subsequent to the filing of the Company’s Definitive Proxy Statement on Schedule 14A, Heung Ming (Henry) Wong resigned as a director of the Board, effective as of November 25, 2024. In connection with Mr. Wong’s resignation from the Board, Mr. Wong’s name was withdrawn as a director nominee for re-election to the Board at the Annual Meeting, and any votes cast with respect to the election of Mr. Wong were not counted for any purpose.

The appointment of Enrome LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, was ratified, having received the following votes:

The compensation of the Company’s named executive officers was approved, on an advisory and non-binding basis, having received the following votes:

The proposal of “3 years” for the frequency of conducting future stockholder advisory votes on named executive officer compensation was approved on a non-binding, advisory basis, having received the following votes:

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.