Washington, D.C. 20549 

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

Date of Report (Date of earliest event reported): August 18, 2022
Pyxus International, Inc.
(Exact name of Registrant, as specified in its charter)
Virginia   000-25734   85-2386250
(State or other jurisdiction
of incorporation)
  (Commission file number)   (I.R.S. Employer
Identification No.)
8001 Aerial Center Parkway
Morrisville, North Carolina 27560-8417
(Address of principal executive offices, including zip code)
(919) 379-4300
(Registrant’s telephone number, including area code)
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:

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))

Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in 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
Submission of Matters to a Vote of Security Holders.

(a) On August 18, 2022, Pyxus International, Inc. (the “Company”) held its 2022 annual meeting of shareholders (the “Annual Meeting”).

(b)    At the Annual Meeting, the matters submitted to a vote of shareholders, and outcome of the vote, were as follows:

(1) Each of Patrick B. Fallon, Robert D. George, Holly Kim, Cynthia P. Moehring, J. Pieter Sikkel and Richard J.C. Topping was elected as a director for a one-year term expiring at the 2023 annual meeting of shareholders;

(2) The appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending March 31, 2023 was ratified; and

(3) A resolution to approve, on an advisory basis, the compensation paid to the Company’s named executive officers, was adopted.

The voting results with respect to these matters are set forth in the tables below:

1. Election of Directors

Director Nominee Votes For Votes Withheld Broker Non-Votes
Patrick B. Fallon 15,625,831 4,376,367 1,343,375
Robert D. George 19,878,501 123,697 1,343,375
Holly Kim 15,625,935 4,376,263 1,343,375
Cynthia P. Moehring 19,878,501 123,697 1,343,375
J. Pieter Sikkel 19,518,642 483,556 1,343,375
Richard J.C. Topping 19,908,265 93,933 1,343,375

2. Ratification of Independent Auditors

Votes For Votes Against Votes Abstained
21,311,039 9,715 24,819

There were no broker non-votes with respect to the ratification of independent auditors.

3. Advisory Vote on Compensation of Named Executive Officers

Votes For Votes Against Votes Abstained Broker Non-Votes
19,869,243 130,881 2,074 1,343,375

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.

Date:    August 18, 2022
By:   /s/ William L. O’Quinn, Jr.
  William L. O’Quinn, Jr.
  Senior Vice President – Chief Legal
  Officer and Secretary

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