Current Report Filing (8-k)
May 05 2020 - 4:31PM
Edgar (US Regulatory)
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): May 1, 2020
22nd
Century Group, Inc.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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001-36338
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98-0468420
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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8560 Main Street, Suite 4, Williamsville,
New York
(Address of Principal Executive Office)
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14221
(Zip Code)
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Registrant’s telephone number, including
area code: (716) 270-1523
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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:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol
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Name of each exchange on which registered
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Common Stock, $0.00001 par value
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XXII
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NYSE American
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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. ¨
Item 5.07(a) and (b): Submission
of Matters to a Vote of Security Holders.
On May 1, 2020, 22nd
Century Group, Inc. (the “Company”) held an annual meeting of its stockholders to vote on the following proposals:
Proposal One: To elect two
Class III directors, Clifford B. Fleet and Roger D. O’Brien, to serve until the 2023 annual meeting of stockholders and until
their successors are duly elected and qualified. In accordance with the voting results listed below, each of the nominees were
elected to serve as directors.
Nominee
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For
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Withheld
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Broker Non-Votes
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Clifford B. Fleet
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17,288,027
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4,848,803
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63,511,909
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Roger D. O’Brien
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17,637,587
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4,499,243
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63,511,909
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Proposal Two: To approve an advisory
resolution on executive compensation for fiscal year 2019. In accordance with the voting results listed below, the Company’s
executive compensation for fiscal year 2019 has been approved.
For
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Against
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Abstain
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Broker Non-Votes
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13,760,845
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7,893,494
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482,491
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63,511,909
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Proposal Three: The audit committee
of the Board of Directors selected the accounting firm of Freed Maxick CPAs, P.C. to serve as the Company’s independent registered
certified public accounting firm for the year 2020. The audit committee directed that the appointment of the independent accountants
be submitted for ratification by the stockholders at the annual meeting. Therefore, in accordance with the voting results listed
below, Freed Maxick CPAs, P.C. will serve as the independent registered certified public accountants for the year 2020.
For
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Against
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Abstain
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74,183,450
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4,118,751
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7,346,538
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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 hereunto duly authorized.
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22nd Century Group, Inc.
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Date: May 4, 2020
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/s/ Michael J. Zercher
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Michael J. Zercher
President and Chief Operating Officer
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22nd Century (AMEX:XXII)
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