Current Report Filing (8-k)
May 16 2019 - 5:27PM
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 16, 2019
GROWGENERATION
CORP
(Exact
Name of Registrant as Specified in its Charter)
Colorado
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333-207889
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46-5008129
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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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1000
West Mississippi Avenue
Denver,
Colorado 80223
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: (303) 386-4796
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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☐
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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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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: None.
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Section
5 - Corporate Governance and Management
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
May 16, 2019, GrowGeneration Corp. (the “Company”) held its 2019 Annual Meeting of Shareholders (the “Annual
Meeting”) in New York, New York. The matters listed below were submitted to a vote of the shareholders.
79.18% of the Company’s outstanding shares of common stock as of March 28, 2019, the record date, have voted either in person
or via proxy. The final voting results are as follows:
(1)
To elect five directors to the Board of Directors of the Company to serve until the Company’s 2020 Annual Meeting of Stockholders
or until their respective successors are duly elected and qualified.
Name of Nominee
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FOR
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% VOTED FOR
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WITHHELD
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% VOTED WITHHELD
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Michael Salaman
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12,280,460
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93.38%
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870,981
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6.62%
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Darren Lampert
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12,273,153
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93.32%
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878,288
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6.68%
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Stephen Aiello
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13,005,162
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98.89%
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146,279
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1.11%
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Peter Rosenberg
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13,004,876
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98.89%
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146,565
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1.11%
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Sean Stiefel
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12,995,831
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98.82%
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155,610
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1.18%
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(2)
To approve and ratify the appointment of Connolly Grady & Cha LLP as the Company’s independent registered
public accounting firm to audit the Company’s financial statements as of December 31, 2018 and 2019 and for the fiscal years
then ending.
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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TOTAL SHARES VOTED
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22,668,209
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81,219
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91,688
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0
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Section
7 – Regulation FD
Item
7.01. Regulation FD Disclosure
On
May 16, 2019, management of the Company gave presentations related to the business and performance of the Company at the
Annual Meeting.
A
copy of the presentation slides presented at the Annual Meeting is attached hereto as Exhibit 99.1. The information contained
herein and the exhibit attached hereto shall be deemed furnished and not filed. The information contained in the presentation
slides has been provided for information purposes only and should not be construed as an offer to sell or a solicitation of an
offer to purchase any of the Company’s securities.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
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.
Date: May
16, 2019
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GrowGeneration
Corp.
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By:
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/s/
Darren Lampert
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Name:
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Darren
Lampert
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Title:
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Chief
Executive Officer
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2