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): February 21, 2019

   

KUSHCO HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 000-55418 46-5268202
(State or other jurisdiction
of incorporation)  		(Commission File Number)  (IRS Employer Identification No.) 

 

11958 Monarch Street, Garden Grove, CA 92841
(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code:   (714) 243-4311

 

 

(Former name or former address, if changed since last report)

 

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 x

 

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. x

 

 

 

 

 

 

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

 

On February 21, 2019, KushCo Holdings, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following proposals:

 

(i) the election of five director nominees for a one-year term, such term to continue until the Company’s annual meeting of stockholders in 2020 or until such directors’ successors are duly elected and qualified or until their earlier resignation or removal;

 

(ii) the ratification of the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2019;

 

(iii) the approval of an amendment to the Company’s 2016 Stock Incentive Plan to increase the maximum number of shares authorized for issuance thereunder by 3,000,000 shares;

 

The voting results are reported below.

 

Proposal 1 – Election of Directors

 

Eric Baum, Barbara Goodstein, Donald Hunter, Dallas Imbimbo and Nicholas Kovacevich were elected as directors for a one-year term, such term to continue until the annual meeting of stockholders in 2020 or until such directors’ successors are duly elected and qualified or until their earlier resignation or removal. The results of the election were as follows:

 

Name   Votes For   Votes Against   Votes Abstained   Broker Non-Votes
Eric Baum   33,469,865   -   338,978   33,594,664
Barbara Goodstein   33,466,772   -   342,071   33,594,664
Donald Hunter   33,480,074   -   328,769   33,594,664
Dallas Imbimbo   33,593,351   -   215,492   33,594,664
Nicholas Kovacevich   33,648,134   -   160,709   33,594,664

 

Proposal 2 – Ratification of the Appointment of RBSM LLP

 

The appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2019 was ratified. There were no broker non-votes on this proposal. The results of the vote were as follows:

 

Votes For   Votes Against   Votes Abstained
66,356,570   702,001   344,936

 

Proposal 3 – Approval of Amendment to 2016 Stock Incentive Plan

 

The amendment to the Company’s 2016 Stock Incentive Plan to increase the maximum number of shares authorized for issuance thereunder by 3,000,000 shares was approved. The results of the vote were as follows:

 

Votes For   Votes Against   Votes Abstained   Broker Non-Votes
32,468,450   1,190,522   149,871   33,594,664

 

 

 

 

SIGNATURE

 

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 hereunto duly authorized.

 

    KUSHCO HOLDINGS, INC.
    (Registrant)
     
February 22, 2019   /s/   Nicholas Kovacevich
(Date)   Nicholas Kovacevich
Chairman and Chief Executive Officer