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
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 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

(3)
Ratification of RSM US LLP as independent auditors for the year ending December 31, 2021.

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
 
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

For
13,920,788
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:

For
16,384,791
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