8-K 1 ea121687-8k_growgeneration.htm CURRENT REPORT





Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):  May 11, 2020



(Exact Name of Registrant as Specified in its Charter)


Colorado   333-207889   46-5008129

(State or other Jurisdiction

of Incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)


930 W 7th Ave, Suite A

Denver, Colorado 80204

(Address of Principal Executive Offices)


Registrant’s telephone number, including area code:   (303) 386-4796



(Former Address of Principal Executive Offices)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation under any of the following provisions ( see  General Instruction A.2. below):


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. ☐


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading symbol   Name of each exchange on which registered
Common Stock, par value $0.001 per share   GRWG   The NASDAQ Stock Market LLC






Section 5 - Corporate Governance and Management


Item 5.07 Submission of Matters to a Vote of Security Holders.


On May 11, 2020, GrowGeneration Corp. (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”) through remote communication. The matters listed below were submitted to a vote of the shareholders. 73.77% of the Company’s outstanding shares of common stock as of March 12, 2020, the record date, have voted either in person or via proxy. Each proposal voted upon at the Annual Meeting was passed by the votes set forth:


(1) To elect five directors to the Board of Directors of the Company to serve until the Company’s 2021 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.


Name of Nominee  FOR  WITHHELD
Michael Salaman  19,142,979  304,273
Darren Lampert  19,385,727  61,525
Stephen Aiello  19,100,755  346,497
Sean Stiefel  19,363,126  84,126
Paul Ciasullo  19,208,703  238,549


(2) To approve and ratify the appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm to audit the Company’s financial statements as of December 31, 2020 and for the fiscal year then ending.


TOTAL SHARES VOTED  28,092,933  33,953  55,472  -


(3) To approve and ratify the amendment and restatement of the Company’s 2018 Equity Incentive Plan to increase the number of shares issuable thereunder from 2,500,000 to 5,000,000.


TOTAL SHARES VOTED  15,697,178  3,036,160  713,914  8,735,106


Section 7 – Regulation FD


Item 7.01. Regulation FD Disclosure


On May 12, 2020, management of the Company gave presentations related to the business and performance of the Company at the 5th Annual Oppenheimer Emerging Growth Conference.


A copy of the presentation slides presented at the conference is attached hereto as Exhibit 99.1. The information contained herein and the exhibit attached hereto shall be deemed furnished and not filed. The information contained in the presentation slides has been provided for information purposes only and should not be construed as an offer to sell or a solicitation of an offer to purchase any of the Company’s securities.


Section 9 – Financial Statements and Exhibits


Item 9.01. Financial Statements and Exhibits


(d) Exhibits


Exhibit No.    Description
99.1   Presentation Slides, dated May 12, 2020







Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date:  May 12, 2020 GrowGeneration Corp.   
  By: /s/ Darren Lampert
  Name:  Darren Lampert
  Title: Chief Executive Officer