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): April 27, 2022

TURNING POINT BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37763	20-0709285
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5201 Interchange Way Louisville, KY		40229
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (502) 778-4421

(Former name or former address if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		TPB		New York Stock Exchange

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))

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.

Turning Point Brands, Inc. held its Annual Meeting of Stockholders on April 27, 2022, at which the following matters were voted upon:

(1)

Election of Directors;

(2)

Ratification of RSM US LLP as independent auditors for the year ending December 31, 2022;

(3)

Approval, on an advisory basis, of the frequency of advisory votes to approve named executive

officer compensation; and

(4)

Advisory vote to approve named executive officer compensation.

The final number of votes cast with respect to each matter is set out below:

(1)

Election of Directors:

Nominee	Votes For		Votes Withheld		Broker Non- Votes
Gregory H.A. Baxter		11,647,317		370,961		-
H.C. Charles Diao		11,820,836		197,442		-
Yavor Efremov		11,867,235		151,043		-
Ashley D. Frushone		11,822,922		195,356		-
David Glazek		11,786,200		232,078		-
Assia Grazioli-Venier		11,854,607		163,671		-
Stephen Usher		11,848,422		169,856		-
Lawrence S. Wexler		11,649,748		368,530		-
Arnold Zimmerman		11,856,952		161,326		-

(2)

Ratification of RSM US LLP as independent auditors for the year ending December 31, 2022:

For			14,851,706
Against			15,585
Abstain			2,759
Broker Non-Votes			-

(3)

Approval, on an advisory basis, of the frequency of advisory votes to approve named executive officer compensation:

Every 1 Year			11,808,590
Every 2 Years			29,808
Every 3 Years			157,140
Abstain			22,740
Broker Non-Votes			-

(4)

Advisory vote to approve named executive officer compensation:

For			11,762,012
Against			215,337
Abstain			40,929
Broker Non-Votes			2,851,772

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.

	TURNING POINT BRANDS, INC.

Date: May 2, 2022	By:	/s/ Brittani Cushman
	Name:	Brittani Cushman
	Title:	Senior Vice President, General Counsel and Secretary