8-K
Turning Point Brands, Inc. (TPB)
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 6, 2025
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
| N/A |
|---|
(Former name, former address and former fiscal year, 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 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 6, 2025, at which the following matters were voted upon:
| (1) | Election of Directors; |
|---|---|
| (2) | Approval of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to limit liability of certain officers; |
| --- | --- |
| (3) | Ratification of KPMG LLP as independent registered public accountant for the year ending December 31, 2025; 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<br><br> <br>Withheld | Broker<br><br> <br>Non-Votes | |||
| --- | --- | --- | --- | --- | --- | --- |
| Gregory H.A. Baxter | 12,019,299 | 238,956 | 1,952,275 | |||
| John A. Catsimatidis Jr. | 12,131,091 | 127,164 | 1,952,275 | |||
| H.C. Charles Diao | 11,881,840 | 376,415 | 1,952,275 | |||
| Ashley D. Frushone | 12,004,604 | 253,651 | 1,952,275 | |||
| David E. Glazek | 11,991,317 | 266,938 | 1,952,275 | |||
| Graham A. Purdy | 12,068,935 | 189,320 | 1,952,275 | |||
| Rohith Reddy | 12,060,193 | 198,062 | 1,952,275 | |||
| Kathleen M. Shanahan | 12,174,030 | 84,225 | 1,952,275 | |||
| Stephen Usher | 12,075,141 | 183,114 | 1,952,275 | |||
| Lawrence S. Wexler | 12,025,326 | 232,929 | 1,952,275 | |||
| (2) | Approval of Amendment to Limit Liability of Certain Officers: | |||||
| --- | --- | |||||
| For | 11,162,253 | |||||
| --- | --- | |||||
| Against | 978,646 | |||||
| Abstain | 37,363 | |||||
| Broker Non-Votes | 1,952,275 | |||||
| (3) | Ratification of KPMG LLP as independent registered public accountant for the year ending December 31, 2025: | |||||
| --- | --- | |||||
| For | 14,101,418 | |||||
| --- | --- | |||||
| Against | 3,512 | |||||
| Abstain | 25,607 | |||||
| Broker Non-Votes | - | |||||
| (4) | Advisory vote to approve named executive officer compensation: | |||||
| --- | --- | |||||
| For | 11,141,486 | |||||
| --- | --- | |||||
| Against | 895,893 | |||||
| Abstain | 140,883 | |||||
| Broker Non-Votes | 1,952,275 |
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. | ||
|---|---|---|
| Dated: May 09, 2025 | By: | /s/ Brittani N. Cushman |
| Brittani N. Cushman | ||
| Senior Vice President, General Counsel and Secretary |