|
|
|
(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
|
|
|
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(Address of principal executive offices)
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(Zip Code)
|
Title of each class
|
Trading Symbol(s)
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Name of each exchange on which registered
|
|
|
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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(1) |
Election of Directors;
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(2) |
Ratification of RSM US LLP as independent auditors for the year ending December 31, 2023;
|
(3) |
Advisory vote to approve named executive officer compensation, and
|
(4) |
A shareholder proposal regarding strategic alternatives for the NewGen business.
|
(1) |
Election of Directors:
|
Nominee
|
Votes For
|
Votes Withheld
|
Broker Non-
Votes
|
|||||||||
Gregory H.A. Baxter
|
8,529,760
|
2,329,794
|
-
|
|||||||||
H.C. Charles Diao
|
10,170,200
|
689,354
|
-
|
|||||||||
Ashley D. Frushone
|
8,376,534
|
2,483,020
|
-
|
|||||||||
David Glazek
|
10,472,703
|
386,851
|
-
|
|||||||||
Graham Purdy
|
10,743,629
|
115,925
|
-
|
|||||||||
Rohith Reddy
|
10,822,643
|
36,911
|
-
|
|||||||||
Stephen Usher
|
10,763,034
|
96,520
|
-
|
|||||||||
Lawrence S. Wexler
|
10,472,863
|
386,691
|
-
|
|||||||||
Arnold Zimmerman
|
10,748,847
|
110,707
|
-
|
(2) |
Ratification of RSM US LLP as independent auditors for the year ending December 31, 2023:
|
For
|
13,262,151
|
|||
Against
|
30,156
|
|||
Abstain
|
14,923
|
|||
Broker Non-Votes
|
-
|
(3) |
Advisory vote to approve named executive officer compensation:
|
For
|
10,637,880
|
|||
Against
|
208,049
|
|||
Abstain
|
13,625
|
|||
Broker Non-Votes
|
2,447,676
|
(4) |
A shareholder proposal regarding strategic alternatives for the NewGen business:
|
For
|
500,107
|
|||
Against
|
10,333,596
|
|||
Abstain
|
25,851
|
|||
Broker Non-Votes
|
2,447,676
|
TURNING POINT BRANDS, INC.
|
||
Date: May 5, 2023
|
By:
|
/s/ Brittani Cushman
|
Name:
|
Brittani Cushman
|
|
Title:
|
Senior Vice President, General Counsel and Secretary
|