Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 

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FORM 8-K

 

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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 1, 2024

 

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TURNING POINT BRANDS, INC.

 (Exact name of registrant as specified in its charter)

 

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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: [phone]

 

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.   ☐

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

Turning Point Brands, Inc. held its Annual Meeting of Stockholders on May 1, 2024, at which the following matters were voted upon:

 

(1)

Election of Directors;

 

(2)

Ratification of RSM US LLP as independent registered public accountant for the year ending December 31, 2024; and

 

(3)

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 Withheld		Broker Non-Votes
Gregory H.A. Baxter		7,396,090		5,985,453		-
John A. Catsimatidis JR		13,144,474		237,069		-
H.C. Charles Diao		7,342,316		6,039,227		-
Ashley D. Frushone		7,312,648		6,068,895		-
David E. Glazek		12,394,719		986,824		-
Graham A. Purdy		12,965,358		416,185		-
Rohith Reddy		12,869,328		512,215		-
Stephen Usher		13,066,362		315,181		-
Lawrence S. Wexler		12,631,877		749,666		-

(2)

Ratification of RSM US LLP as independent registered public accountant for the year ending December 31, 2024:

For	15,208,310
Against	113,251
Abstain	160,973
Broker Non-Votes	-

 

(3)

Advisory vote to approve named executive officer compensation:

For	12,814,333
Against	446,802
Abstain	120,408
Broker Non-Votes	2,100,991

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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, 2024	By:	/s/ Brittani Cushman
	Name:	Brittani Cushman
	Title:	Senior Vice President, General Counsel and Secretary

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Document and Entity Information	May 01, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 01, 2024
Entity File Number	001-37763
Entity Registrant Name	TURNING POINT BRANDS, INC.
Entity Central Index Key	0001290677
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-0709285
Entity Address, Address Line One	5201 Interchange Way
Entity Address, City or Town	Louisville
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	40229
City Area Code	502
Local Phone Number	778-4421
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	TPB
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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