Current Report Filing (8-k)
May 12 2020 - 12:31PM
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 11, 2020
GROWGENERATION
CORP
(Exact
Name of Registrant as Specified in its Charter)
Colorado
|
|
333-207889
|
|
46-5008129
|
(State
or other Jurisdiction
of
Incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
930
W 7th Ave, Suite A
Denver,
Colorado 80204
(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):
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
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:
Title
of each class
|
|
Trading
symbol
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
|
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GRWG
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The
NASDAQ Stock Market LLC
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Section
5 - Corporate Governance and Management
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
May 11, 2020, GrowGeneration Corp. (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual
Meeting”) through remote communication. The matters listed below were submitted to a vote of the shareholders.
73.77% of the Company’s outstanding shares of common stock as of March 12, 2020, the record date, have voted either in person
or via proxy. Each proposal voted upon at the Annual Meeting was passed by the votes set forth:
(1)
To elect five directors to the Board of Directors of the Company to serve until the Company’s 2021 Annual Meeting of Stockholders
or until their respective successors are duly elected and qualified.
Name of Nominee
|
|
FOR
|
|
WITHHELD
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Michael Salaman
|
|
19,142,979
|
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304,273
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Darren Lampert
|
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19,385,727
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61,525
|
Stephen Aiello
|
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19,100,755
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346,497
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Sean Stiefel
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19,363,126
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84,126
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Paul Ciasullo
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19,208,703
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238,549
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(2)
To approve and ratify the appointment of Plante & Moran, PLLC as the Company’s independent registered public
accounting firm to audit the Company’s financial statements as of December 31, 2020 and for the fiscal year 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
|
|
28,092,933
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33,953
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55,472
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-
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(3)
To approve and ratify the amendment and restatement of the Company’s 2018 Equity Incentive Plan to increase the number of
shares issuable thereunder from 2,500,000 to 5,000,000.
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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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15,697,178
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|
3,036,160
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713,914
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8,735,106
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Section
7 – Regulation FD
Item
7.01. Regulation FD Disclosure
On May 12, 2020, management
of the Company gave presentations related to the business and performance of the Company at the 5th Annual Oppenheimer Emerging
Growth Conference.
A
copy of the presentation slides presented at the conference 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
12, 2020
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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
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