UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Stockholders.
On June 7, 2022, Hydrofarm Holdings Group, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”) via live webcast on the Internet. Of the 44,861,510 shares of common stock issued and outstanding and eligible to vote as of the record date of April 14, 2022, a quorum of 30,392,584 shares, or 67.74% 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 II Directors until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified, based on the following votes: |
| NAME | FOR | WITHHELD | BROKER NON-VOTES | ||||||||||
| Renah Persofsky | 16,695,312 | 6,792,655 | 6,904,617 | ||||||||||
| Melisa Denis | 18,324,469 | 5,163,498 | 6,904,617 | ||||||||||
After the Annual Meeting, William Toler and Patrick Chung continued to serve as Class I Directors for terms that expire at the 2024 annual meeting of stockholders and Richard D. Moss and Susan P. Peters 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, 2022 was ratified, based on the following votes: |
| FOR | AGAINST | ABSTAIN | |||||||
| 30,354,850 | 25,277 | 12,457 | |||||||
| 3. | The stockholders of the Company approved, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers. The following is a breakdown of the voting results: |
| EVERY YEAR | EVERY TWO YEARS | EVERY THREE YEARS | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||
| 20,698,741 | 2,540,863 | 47,004 | 201,359 | 6,904,617 | ||||||||||||||||
On June 9, 2022, following the Annual Meeting, the Board of Directors determined, in accordance with the results of the advisory stockholder vote, that the Company will hold an advisory vote on the compensation of the Company’s named executive officers every year until the next required advisory vote on the frequency of such vote, which will occur no later than the Company’s annual meeting of stockholders in 2028.
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.
| Hydrofarm Holdings Group, Inc. | ||
| Date: June 13, 2022 | By: | /s/ William Toler |
| Name: William Toler | ||
| Title: Chief Executive Officer | ||