GROWLIFE, INC. (OTCMKTS:PHOT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chairman of the Board
On December 6, 2018, the Board of Directors, appointed Marco Hegyi Chairman of the Board of Directors. Mr. Hegyi remains the Company’s Chief Executive Officer and President.
Resignation of Michael Fasci as Chairman of the Board and Director
On December 6, 2018, Mr. Fasci resigned as Chairman of the Board and Director. Mr. Fasci had no disagreement with the Company on any matter relating to the registrant’s operations, policies or practices.
Item 8.01 Other Events
Annual Shareholder Meeting
The Company held its 2018 Annual Meeting of Stockholders on December 6, 2018.The results of the Annual Meeting are set forth below.The matters considered at the annual meeting were described in detail in the definitive proxy statement on Schedule 14A that the Company filed with the Securities and Exchange Commission on September 27, 2018. All matters were approved by the shareholders as follows:
1.
To elect five nominees to serve on the Board until the 2019 Annual Meeting of Stockholders;
|
Shares |
Shares |
||
|
Motion |
Description |
For |
Withheld |
|
1 |
To elect five nominees to serve on the Board until the 2018 Annual Meeting of Stockholders- |
||
|
Marco Hegyi |
399,168,159 |
40,931,453 |
|
|
Mark E. Scott |
398,948,343 |
41,151,269 |
|
|
Michael E. Fasci |
380,143,283 |
59,956,329 |
|
|
Katherine McLain |
400,392,359 |
39,707,253 |
|
|
Thom Kozik |
393,693,171 |
46,406,441 |
2. To adopt and approve the First Amended and Restated 2017 Stock Incentive Plan to increase the shares issuable under the plan from 100 million to 200 million;
|
Shares |
Shares |
Shares |
||
|
Motion |
Description |
For |
Against |
Abstained |
|
2 |
To adopt and approve the First Amended and Restated 2017 Stock Incentive Plan to increase shares issuable under plan from 100 million to 200 million. |
301,584,243 |
126,696,024 |
11,819,345 |
3. To approve an amendment to our Certificate of Incorporation to effect a reverse stock split of our common stock, by a ratio of not less than1-for-100and not more than1-for-150,such ratio and the implementation and timing of such reverse stock split to be determined in the discretion of our board of directors;
|
Shares |
Shares |
Shares |
||
|
Motion |
Description |
For |
Against |
Abstained |
|
3 |
To approve a reverse split of outstanding common stock by a ratio of not less than 1-for-100 and not more than 1-for-150; the ratio and timing of implementation to be determined in the discretion of the board of directors. |
1,864,555,710 |
888,675,512 |
26,496,755 |
4. To approve an amendment to the Company’s Certificate of Incorporation to decrease the authorized shares of common stock (“Common Stock”) from 6,000,000,000 by a by a ratio of not less than1-for-50and not more than1-for-100;
|
Shares |
Shares |
Shares |
||
|
Motion |
Description |
For |
Against |
Abstained |
|
4 |
To approve an amendment to the Company’s Certificate of Incorporation to reduce the authorized shares of common stock (“Common Stock”) from 6,000,000,000 by a ratio of not less than 1-for-50 and not more than 1-for 100. |
347,329,139 |
82,929,732 |
9,840,761 |
5. To ratify the appointment of SD Mayer and Associates, LLP of Seattle, Washington as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018;
|
Shares |
Shares |
Shares |
||
|
Motion |
Description |
For |
Against |
Abstained |
|
5 |
To ratify the appointment of SD Mayer and Associates, LLP of Seattle, Washington as the Company’s registered public accounting firm for the fiscal year ending December 31, 2018. |
2,516,992,839 |
104,939,763 |
157,795,376 |
6. To approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers;
|
Shares |
Shares |
Shares |
||
|
Motion |
Description |
For |
Against |
Abstained |
|
6 |
To approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers |
331,350,236 |
83,074,284 |
25,675,092 |
7. To vote, on a non-binding advisory basis, on the frequency (i.e., every one, two, or threeyears) of holding an advisory shareholder vote to approve the compensation paid to the Company’s named executive officers.
|
Motion |
Description |
One Year |
Two Years |
Three Years |
Abstain |
|
7 |
To vote, on a non-binding advisory basis, on the frequency (i.e., every one, two, or threeyears) of holding an advisory shareholder vote to approve the compensation paid to the Company’s named executive officers |
267,585,299 |
40,159,910 |
104,247,983 |
27,806,420 |
Committee Assignments
On December 6, 2018, the Company’s Board of Directors, approved the following committee assignments:
|
Audit |
Compensation |
Nominations and Governance |
|
Marco Hegyi (Interim Chairman) |
Katherine McLain (Chairman) |
Katherine McLain (Chairman) |
|
Thom Kozik |
Marco Hegyi |
Marco Hegyi |
|
Katherine McLain |
Thom Kozik |
Thom Kozik |
Item
9.01 Financial Statements and Exhibits.
(d)Exhibits.
|
Exhibit No. |
Description |
|
Press release dated December 10, 2018 concerning the 2018 Annual Meeting of Stockholders. |
GROWLIFE, INC. ExhibitEX-99.1 2 phot_ex991.htm PRESS RELEASE Blueprint Exhibit 99.1 GrowLife,…To view the full exhibit click here
About GROWLIFE, INC. (OTCMKTS:PHOT)
GrowLife, Inc. (GrowLife) provides goods, including media (farming soil), hydroponics equipment, organic plant nutrients, and various other products to specialty grow operations across the United States. The Company primarily sells through its subsidiary, GrowLife Hydroponics, Inc. In addition to the promotion and sales of GrowLife owned brands, GrowLife distributes and sells over 3,000 products through its e-commerce distribution channel, Greners.com, and through its regional retail storefronts. The Company serves a community of commercial and urban cultivators growing specialty crops, including organics, greens and plant-based medicines. Indoor growing techniques are used to cultivate plant-based medicines. The Company holds rights in approximately 30 Website addresses related to its business, such as www.growlifeinc.com, www.growlifeeco.com, www.stealthgrow.com and www.greners.com.
