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)    October 23, 2017


_____________________________



GROWLIFE, INC.

(Exact name of registrant as specified in charter)


                           Delaware                           

                000-50385                

                  90-0821083                  

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


5400 Carillon Point

                        Kirkland, WA 98033                        

(Address of principal executive offices and zip code)


                              (866) 781-5559                              

(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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. [  ]



Item 5.03  Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.


Certificate of Amendment of Certificate of Incorporation


On October 24, 2017, GrowLife, Inc., a Delaware corporation (the “Company”) filed a Certificate of Amendment of Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the authorized shares of common stock (“Common Stock”) from 3,000,000,000 to 6,000,000,000 shares.


A copy of the Certificate of Amendment of Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.


Item 8.01  Other Events


Appointment of Independent Chairman of the Board


On October 23, 2017, the Board of Directors, appointed Michael E. Fasci, an independent director, Chairman of the Board of Directors. Marco Hegyi, remains Chief Executive Officer and President and a Director.


Annual Shareholder Meeting


The Company held its 2017 Annual Meeting of Stockholders on October 23, 2017.  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 August 16, 2017. All matters were approved by the shareholders as follows:


 

 

Shares

Shares

 

 

Motion

Description

For

Withheld

 

 

1

To elect four nominees to serve on the Board until the 2018 Annual Meeting of Stockholders-

 

 

 

 

 

Marco Hegyi

207,273,269

27,049,202

 

 

 

Mark E. Scott

209,651,220

24,671,251

 

 

 

Michael E. Fasci

220,228,468

14,094,003

 

 

 

Katherine McLain

210,317,864

24,004,607

 

 

 

 

 

 

 

 

 

 

Shares

Shares

Shares

 

Motion

Description

For

Against

Abstained

 

2

To adopt and approve the 2017 Stock Incentive Plan

176,242,001

49,469,472

8,602,498

 

3

To approve an amendment to the Company’s Certificate of Incorporation to increase the authorized shares of common stock (“Common Stock”) from 3,000,000,000 to 6,000,000,000

1,099,163,437

694,964,528

27,270,936

 

4

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 years ending December 31, 2016 and 2017

1,586,873,838

76,838,085

157,686,979

 

5

To approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers

161,084,619

63,393,490

9,835,862

 

 

 

 

 

 

 

Motion

Description

One Year

Two Years

Three Years

Abstain

6

To vote, on a non-binding advisory basis, on the frequency (i.e., every one, two, or three years) of holding an advisory shareholder vote to approve the compensation paid to the Company’s named executive officers

110,133,612

16,013,697

93,296,845

14,888,317


- 2 -


 

Issued and

 

 

Quorum

Outstanding

Voted

%

 

2,064,907,125.00

1,821,398,902.00

88.2%


Committee Assignments


On October 23, 2017 the Company’s Board of Directors, approved the following committee assignments:


Audit

 

Compensation

 

Nominations and Governance

Michael E. Fasci (Chairman)

 

Michael E. Fasci (Chairman)

 

Katherine McLain (Chairman)

Thom Kozik

 

Katherine McLain

 

Thom Kozik


All committees now consist of independent directors.


Item 9.01  Financial Statements and Exhibits.


(d)   Exhibits .


Exhibit No.

 

Description

 

 

 

3.1

 

Certificate of Amendment of Certificate of Incorporation of GrowLife, Inc. dated October 23, 2017 to increase the authorized shares of common stock (“Common Stock”) from 3,000,000,000 to 6,000,000,000 shares, filed herewith.

 

 

 

99.1

 

Press release dated October 25, 2017 concerning 2017 Annual Meeting of Stockholders.



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.



 

GROWLIFE, INC.

 

 

 

Date:  October 25, 2017

By:

/s/ Marco Hegyi

 

 

Marco Hegyi

 

 

Chief Executive Officer


- 3 -


Exhibit 3.1


STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION


The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:


FIRST: That at a meeting of the Board of Directors of GROWLIFE, INC. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:


RESOLVED , that the Certificate of Incorporation of this Corporation be amended by striking out the first paragraph of the Article thereof numbered “FOURTH” and by substituting in lieu of said first paragraph the following new first paragraph of the Fourth Article:


“The aggregate number of shares of all classes of stock which the Corporation shall have the authority to issue is 6,010,000,000 shares, of which 6,000,000,000 shares shall be classified as common stock, $0.0001 par value per share (“Common Stock”), and 10,000,000 shares shall be classified as preferred stock, $0.0001 par value per share (“Preferred Stock”), issuable in series as may be provided from time to time by resolution of the Board of Directors.”


SECOND : That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.


THIRD : That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.


IN WITNESS WHEREOF , said corporation has caused this certificate to be signed on this 23 rd day of October, 2017.



By:  /s/ Marco Hegyi

Marco Hegyi, Chief Executive Officer



Exhibit 99.1


GrowLife, Inc. Held 2017 Annual Stockholder Meeting With 88.2 Percent of Shares Voted; Shareholders Passed All Management Recommendations


Company Discusses Vision and Multi-Pronged Strategy for Business Expansion in 2018


KIRKLAND, Wash.--(BUSINESS WIRE)--GrowLife, Inc. (PHOT) one of the nation’s most recognized indoor cultivation service providers, today announced that at its recent Annual Meeting of Stockholders held on October 23, 2017, 88.2 percent of shares were voted, and all items put forward by management were passed by a majority vote. In addition, GrowLife discussed the Company’s plan for 2018 including continued expansion efforts through its five pillar business strategy.


“We are very pleased with the great participation and support of our shareholder base on management’s recommendations,” said GrowLife CEO Marco Hegyi. “To support the Company’s vision of decreasing production costs while driving shareholder value, we created our globally recognized five pillar business strategy.”


GrowLife’s cultivation platform is a centralized supply chain that offers the Company increased purchasing power, providing its clients with significant competitive advantages such as being able to set up pre-scheduled deliveries and have predictable costs. GrowLife’s unique and service-friendly platform allows clients to focus on their cultivation operations and minimize risks associated with supplies and equipment.


Following the stockholder meeting, the Company held a presentation on its long-term vision and multi-faceted approach to capture the fast-growing indoor cultivation services market. GrowLife’s unique value proposition is supported by the Company’s five pillar business strategy that is organized by hydroponics, innovations, e-commerce and e-Logistics, licensing, and subscription. In early October, GrowLife announced implementation of this business strategy and achieved its first major milestone through a strategic asset acquisition of proprietary technologies for the indoor cultivation industry, further driving the Company’s expansion efforts.


The GrowLife 2017 Stockholder Review presentation can be found on the Company’s homepage at www.GrowLifeInc.com.


For more information on the shareholder meeting, please read GrowLife’s October 25, 2017, 8k SEC filing which can be found here.


For more information about GrowLife and GrowLifeEco.com, please visit the company website. Additional commentary on the Company as well as the industry is also provided on the CEO’s blog. Specific financials and corporate actions on GrowLife (PHOT), can be found in the filings at the SEC website.


About GrowLife, Inc.


GrowLife, Inc. (PHOT) aims to become the nation’s largest cultivation service provider for cultivating organics, herbs and greens and plant-based medicines. Our mission is to help make our customers successful. Through a network of local representatives covering the United States and Canada, regional centers and its e-Commerce team, GrowLife provides essential goods and services including media, industry-leading hydroponics equipment, plant nutrients, and thousands more products to specialty grow operations. GrowLife is headquartered in Kirkland, Washington and was founded in 2012.


Contacts

CMW Media

Andrew Hard, 888-829- 0070

Chief Executive Officer

andrew.hard@cmwmedia.com

www.cmwmedia.com