SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Non-Employee Director Compensation Policy
On June 6, 2021, the compensation committee of the board of directors (the “Board”) of Hydrofarm Holdings Group, Inc. (the “Company”) approved and recommended to the Board for approval an amended director compensation policy (the “Amended Director Compensation Policy”), which the Board approved on June 8, 2021. Pursuant to the terms of the Amended Director Compensation Policy, each non-employee director will receive an annual director fee of $75,000. In addition, each non-employee director will receive an annual restricted stock unit award having a value of $125,000 which will vest in full on the first anniversary of the date of grant.
The foregoing description of the Amended Director Compensation Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Director Compensation Policy, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.
Item 5.07 Submission of Matters to a Vote of Stockholders.
On June 8, 2021, the Company held its 2021 annual meeting of stockholders (the “Annual Meeting”) via live webcast on the Internet. Of the 33,971,257 shares of common stock issued and outstanding and eligible to vote as of the record date of April 15, 2021, a quorum of 25,955,153 shares, or 76.4% of the eligible shares, was present at the meeting or represented by proxy.
The following actions were taken at the Annual Meeting:
|1.||The following nominees were reelected to serve on the Board as Class I Directors until the 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified, based on the following votes:|
After the Annual Meeting, Renah Persofsky and Melisa Denis continued to serve as Class II Directors for terms that expire at the 2022 annual meeting of stockholders and Susan P. Peters and Richard D. Moss continued to serve as Class III Directors for terms that expire at the 2023 annual meeting of stockholders.
|2.||The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified, based on the following votes:|
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.
|Hydrofarm Holdings Group, Inc.|
|Date: June 9, 2021||By:||/s/ William Toler|
|Title:||Chief Executive Officer|