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): June 6, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive
Offices) (Zip Code)
Registrant’s telephone number, including area code: (707 ) 765-9990
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
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. ¨
Item 5.07 Submission of Matters to a Vote of Stockholders.
On June 6, 2024, Hydrofarm Holdings Group, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) via live webcast on the Internet. Of the 45,978,365 shares of common stock issued and outstanding and eligible to vote as of the record date of April 10, 2024, a quorum of 27,101,318 shares, or 58.94% of the eligible shares, was present at the Annual Meeting or represented by proxy.
The following actions were taken at the Annual Meeting:
1.The following nominees were reelected to serve on the Company's board of directors (the "Board") as Class I Directors until the 2027 annual meeting of stockholders, based on the following votes:
| NAME | FOR | WITHHELD | BROKER NON-VOTES | |||||||||||||||||
| Patrick Chung | 14,289,106 | 2,105,225 | 10,706,987 | |||||||||||||||||
| William Toler | 16,051,072 | 343,259 | 10,706,987 | |||||||||||||||||
2.An amendment to the Company's Amended and Restated Certificate of Incorporation to provide the Board the authority, but not the requirement, to effect a reverse stock split of the Company's outstanding common stock at a ratio between 1-for-1.1 and 1-for-25 (or any number in between) was approved based on the following votes:
| FOR | AGAINST | ABSTAIN | ||||||||||||
| 25,226,557 | 1,722,499 | 152,262 | ||||||||||||
3.The compensation of the Company’s named executive officers was approved on an advisory basis, based on the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 15,420,220 | 876,236 | 97,875 | 10,706,987 | |||||||||||||||||
4.The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified, based on the following votes:
| FOR | AGAINST | ABSTAIN | ||||||||||||
| 26,782,935 | 279,214 | 39,169 | ||||||||||||
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 10, 2024 | By: | /s/ William Toler | |||||||||
| Name: | William Toler | ||||||||||
| Title: | Chief Executive Officer | ||||||||||