8-K - HYFM - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 7, 2022

Hydrofarm Holdings Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39773	81-4895761
(State or other jurisdiction of <br><br>incorporation or organization)	(Commission File <br><br>Number)	(I.R.S. Employer <br><br>Identification No.)
	1510 Main Street <br><br>Shoemakersville, Pennsylvania 19526
	(Address of Principal Executive <br><br>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:

¨	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)
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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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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, $0.0001 par value per share	HYFM	NASDAQ Global Select Market

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 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