Form 8-K - Current report

0001695295FALSE00016952952024-06-062024-06-06

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 6, 2024

Hydrofarm Holdings Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39773

81-4895761

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

1510 Main Street

Shoemakersville, PA 19555

(Address of Principal Executive

Offices) (Zip Code)

Registrant’s telephone number, including area code: [phone]

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) 

☐    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))

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 Stock Market LLC

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 6, 2024, Hydrofarm Holdings Group, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) via live webcast on the Internet. Of the 45,978,365 shares of common stock issued and outstanding and eligible to vote as of the record date of April 10, 2024, a quorum of 27,101,318 shares, or 58.94% of the eligible shares, was present at the Annual Meeting or represented by proxy.

The following actions were taken at the Annual Meeting:

1.The following nominees were reelected to serve on the Company's board of directors (the "Board") as Class I Directors until the 2027 annual meeting of stockholders, based on the following votes:

NAME						FOR						WITHHELD						BROKER NON-VOTES
Patrick Chung						14,289,106						2,105,225						10,706,987
William Toler						16,051,072						343,259						10,706,987

2.An amendment to the Company's Amended and Restated Certificate of Incorporation to provide the Board the authority, but not the requirement, to effect a reverse stock split of the Company's outstanding common stock at a ratio between 1-for-1.1 and 1-for-25 (or any number in between) was approved based on the following votes:

FOR						AGAINST						ABSTAIN
25,226,557						1,722,499						152,262

3.The compensation of the Company’s named executive officers was approved on an advisory basis, based on the following votes:

FOR						AGAINST						ABSTAIN						BROKER NON-VOTES
15,420,220						876,236						97,875						10,706,987

4.The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified, based on the following votes:

FOR						AGAINST						ABSTAIN
26,782,935						279,214						39,169

---

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 10, 2024			By:			/s/ William Toler
						Name:			William Toler
						Title:			Chief Executive Officer

Cover	Jun. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 06, 2024
Entity Registrant Name	Hydrofarm Holdings Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39773
Entity Tax Identification Number	81-4895761
Entity Address, Address Line One	1510 Main Street
Entity Address, City or Town	Shoemakersville
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19555
City Area Code	707
Local Phone Number	765-9990
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	HYFM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001695295
Amendment Flag	false

---