8-K - TPB - 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): May 4, 2021

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<br><br> <br>Louisville,<br> KY	40229
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(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)
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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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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 May 4, 2021, at which the following matters were voted upon:

(1)	Election of Directors;
(2)	Approval of the Turning Point Brands, Inc. 2021 Equity Incentive Plan; and
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(3)	Ratification of RSM US LLP as independent auditors for the year ending December 31, 2021.
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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-<br><br> <br>Votes
---	---	---	---
Gregory H.A. Baxter	14,011,798	26,180	-
H.C. Charles Diao	13,982,596	55,382	-
Ashley D. Frushone	13,982,311	55,667	-
David Glazek	13,868,215	169,763	-
Assia Grazioli-Venier	14,011,518	26,460	-
Stephen Usher	13,913,743	124,235	-
Lawrence S. Wexler	14,029,649	8,329	-
Arnold Zimmerman	13,984,725	53,253	-
(2)	Approval of the Turning Point Brands, Inc. 2021 Equity Incentive Plan
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For	13,920,788
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Against	106,429
Abstain	10,761
Broker Non-Votes	2,512,822
(3)	Ratification of RSM US LLP as independent auditors for the year ending December 31, 2021:
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For	16,384,791
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Against	156,614
Abstain	9,395
Broker Non-Votes	-

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 6, 2021	By:	/s/ Brittani Cushman
	Name:	Brittani Cushman
	Title:	Senior Vice President, General Counsel and Secretary