8-K - GRWG - Equibles

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 24, 2021

GROWGENERATION CORP

(Exact Name of Registrant as Specified in its Charter)

Colorado	333-207889	46-5008129
(State or other Jurisdiction<br><br> <br>of Incorporation)	(Commission File Number)	(I.R.S. Employer<br><br> <br>Identification No.)

930 W 7th Ave, Suite A

Denver, Colorado 80204

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (303) 386-4796

N/A

(Former Address of Principal Executive Offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation under any of the following provisions ( see General Instruction A.2. below):

☐	Written communications pursuant<br>to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to<br>Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications<br>pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐

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

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	GRWG	The NASDAQ Stock Market LLC

Section 5 - Corporate Governance and Management

Item 5.07 Submission of Matters to a Voteof Security Holders.

On June 24, 2021, GrowGeneration Corp. (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”) through remote communication. The matters listed below were submitted to a vote of the shareholders. 69.59% of the Company’s outstanding shares of common stock as of April 21, 2021, the record date, have voted either in person or via proxy. Each proposal voted upon at the Annual Meeting was passed by the votes set forth:

(1) To elect fivedirectors to the Board of Directors of the Company to serve until the Company’s 2022 Annual Meeting of Stockholders or until theirrespective successors are duly elected and qualified.

Name of Nominee	FOR
Michael Salaman	26,600,172	97.13	%	786,555	2.87	%
Darren Lampert	27,002,275	98.60	%	384,452	1.40	%
Stephen Aiello	16,432,139	60.00	%	10,954,588	40.00	%
Sean Stiefel	27,134,040	99.08	%	252,687	0.92	%
Paul Ciasullo	20,286,637	74.07	%	7,100,090	25.93	%

(2) To approve andratify the appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm to auditthe Company’s financial statements as of December 31, 2021 and for the fiscal year then ending.

	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
TOTAL SHARES VOTED		40,470,208		98,805		92,825		-

Section 7 – Regulation FD

Item 7.01. RegulationFD Disclosure

On June 25, 2021, management of the Company published a press release announcing the results of the Annual Meeting.

A copy of the press release is attached hereto as Exhibit 99.1. The information contained in this Current Report on Form 8-K (including the exhibit) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated June 25, 2021

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: June 25, 2021	GrowGeneration Corp.
	By:	/s/ Darren Lampert
	Name:	Darren Lampert
	Title:	Chief Executive Officer

Exhibit 99.1

GrowGeneration Announces2021 Annual Meeting Results

DENVER, June 25, 2021 /CNW/ - GrowGeneration Corp. (NASDAQ: GRWG), ("GrowGen" or the "Company"), the nation's largest chain of specialty hydroponic and organic garden centers, today announced voting results from its 2021 annual meeting of shareholders held on June 24, 2021. Shareholders, represented either in person or by proxy, voted in favor of each item of business at the annual meeting.

Based on the voting results, each of the five director nominees was elected: Michael Salaman, Darren Lampert, Stephen Aiello, Sean Stiefel and Paul Ciasullo, and Plante Moran was reappointed as the Company's independent auditors.

Darren Lampert, Chief Executive Officer of GrowGen, said: "We would like to express our gratitude to our shareholders for their continued support and look forward to continuing to share GrowGen's growth and success. We plan to diversify our board membership in 2022. As a corporation, we recognize the importance of building an inclusive and diverse culture and believe diverse perspectives could make our company stronger."

About GrowGeneration Corp.:

GrowGen owns and operates specialty retail hydroponic and organic gardening centers. Currently, GrowGen has 55 stores, which include 20 locations in California, 8 locations in Colorado, 7 locations in Michigan, 5 locations in Maine, 5 locations in Oklahoma, 2 locations in Nevada, 2 locations in Washington, 2 locations in Oregon, 1 location in Arizona, 1 location in Rhode Island,1 location in Florida, and 1 location in Massachusetts. GrowGen also operates an online superstore for cultivators at growgeneration.com and B2B ERP platform, agron.io. GrowGen carries and sells thousands of products, including organic nutrients and soils, advanced lighting technology and state of the art hydroponic equipment to be used indoors and outdoors by commercial and home growers.

For more information about GrowGeneration, or to locate its stores, please visit www.GrowGeneration.com.

ForwardLooking Statements:

This press release may include predictions, estimates or other information that might be considered forward-looking within the meaning of applicable securities laws. While these forward-looking statements represent our current judgments, they are subject to risks and uncertainties that could cause actual results to differ materially. You are cautioned not to place undue reliance on these forward-looking statements, which reflect our opinions only as of the date of this release. Please keep in mind that we are not obligating ourselves to revise or publicly release the results of any revision to these forward-looking statements in light of new information or future events. When used herein, words such as "look forward," "believe," "continue," "building," or variations of such words and similar expressions are intended to identify forward-looking statements. Factors that could cause actual results to differ materially from those contemplated in any forward-looking statements made by us herein are often discussed in filings we make with the United States Securities and Exchange Commission, available at: http://www.sec.gov, and on our website, at: www.GrowGeneration.com.

**CompanyInquiries:**GrowGeneration Corp.

610-216-0057

michael@growgeneration.com

**InvestorContact:**John Evans

GrowGeneration

415-309-0230

john.evans@growgeneration.com

Connect:

Website: www.GrowGeneration.com

Instagram: growgen

Facebook: GrowGenerationCorp

Twitter: @GrowGenCorp