FALSE000160486800016048682022-06-232022-06-23
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): June 23, 2022
GROWGENERATION CORP.
(Exact Name of Registrant as Specified in its Charter)
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| Colorado | | 333-207889 | | 46-5008129 |
(State or other Jurisdiction
of Incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
5619 DTC Parkway, Suite 900
Greenwood Village, CO 80111
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (800) 935-8420
N/A
(Former Address of Principal Executive Offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c)) |
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:
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| Title of each class | | Trading symbol | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | GRWG | | The NASDAQ Stock Market LLC |
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to Vote of Security Holders
On June 23, 2022, GrowGeneration Corp. (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”) through remote communication. The matters listed below were submitted to a vote of the shareholders. 63.14%% of the Company’s outstanding shares of common stock as of April 20, 2022, the record date, were present at the Annual Meeting, either in person or via proxy. Each proposal voted upon at the Annual Meeting was passed by the votes set forth below:
(1) To elect five directors to the Board of Directors of the Company to serve until the Company’s 2022 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
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| Name of Nominee | For | Withheld |
| Darren Lampert | 21,445,566 | | 467,850 | |
| Michael Salaman | 20,886,730 | | 1,026,686 | |
| Eula Adams | 21,082,611 | | 830,805 | |
| Stephen Aiello | 11,495,183 | | 10,418,233 | |
| Paul Ciasullo | 12,333,025 | | 9,580,391 | |
(2) To approve, on an advisory basis, compensation of the Company’s named executive officers.
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| For | Against | Abstain | Broker Non-Votes |
| Total Shares Voted | 20,854,939 | | 930,885 | | 127,592 | | — | |
(3) To approve, on an advisory basis, the frequency of advisory votes for named executive officer compensation.
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| 1 Year | 2 Years | 3 Years | Abstain |
| Total Shares Voted | 15,021,731 | | 5,283,805 | | 1,434,999 | | 172,881 | |
(4) To approve and ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements as of December 31, 2022 and for the fiscal year then ending.
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| For | Against | Abstain | Broker Non-Votes |
| Total Shares Voted | 37,552,043 | | 609,609 | | 193,909 | | — | |
Section 7 – Other Events
Item 7.01. Other Events
On June 27, 2022, GrowGeneration Corp. (the “Company”) published a press release announcing the results of the Annual Meeting.
A copy of the press release is attached hereto as Exhibit 99.1. The information contained in this Current Report on Form 8-K (including the exhibit) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
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| Exhibit No. | Description |
| 99.1 | |
| 104 | Cover Page Interactive Data File, formatted XBRL Document |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: June 27, 2022 | GrowGeneration Corp. |
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| | By: | /s/ Darren Lampert |
| | Name: | Darren Lampert |
| | Title: | Chief Executive Officer |