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XXII > SEC Filings for XXII > Form 8-K on 14-Apr-2014All Recent SEC Filings

Show all filings for 22ND CENTURY GROUP, INC.

Form 8-K for 22ND CENTURY GROUP, INC.


14-Apr-2014

Change in Directors or Principal Officers, Submission of Matters to a Vo


Item 5.02(e): Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 12, 2014, the stockholders of 22nd Century Group, Inc. (the "Company") approved the 22nd Century Group, Inc. 2014 Omnibus Incentive Plan (the "Plan"). The Plan allows for the granting of equity and cash incentive awards to eligible individuals over the life of the Plan, including the issuance of up to 5,000,000 shares of the Company's common stock pursuant to awards under the Plan. The Plan was filed as Appendix B to the Company's definitive proxy statement filed March 4, 2014 and the terms thereof are incorporated herein by reference.



Item 5.07(a) and (b): Submission of Matters to a Vote of Security Holders.

On April 12, 2014, the Company held an annual meeting of its stockholders to vote on the following proposals:

Proposal One: To approve an amendment to the Company's articles of incorporation to provide for a classified board of directors. In accordance with the voting results listed below, the amendment to the Company's articles of incorporation has been approved.

For Against Abstain Broker Non-Votes 33,574,069 2,474,069 69,021 11,227,705

Proposal Two: The board of directors nominated five director nominees to stand for election at the 2014 meeting and each of the nominees was elected by a plurality of the votes present and entitled to vote at the meeting. Since Proposal One was approved, the director nominees were elected to serve in each of the following classes of directors: (i) Henry Sicignano, III and Richard M. Sanders were elected as Class I directors with an initial term expiring at the 2015 annual meeting of stockholders; (ii) Joseph Pandolfino and Joseph Alexander Dunn were elected as Class II directors with an initial term expiring at the 2016 annual meeting of stockholders; and (iii) James W. Cornell was elected as a Class III director with an initial term expiring at the 2017 annual meeting of stockholders and, in each instance, until their successors have been elected and qualified.

       Nominee          Votes For    Votes Withheld   Broker Non-Votes
James W. Cornell        33,648,951     2,467,232         11,227,705
Henry Sicignano, III    33,727,926     2,388,257         11,227,705
Joseph Pandolfino       33,749,426     2,366,757         11,227,705
Joseph Alexander Dunn   32,913,951     3,202,232         11,227,705
Richard M. Sanders      28,909,019     7,207,164         11,227,705

Proposal Three: To approve an advisory resolution on executive compensation for fiscal year 2013. In accordance with the voting results listed below, the Company's executive compensation for fiscal year 2013 has been approved.

For Against Abstain Broker Non-Votes 33,422,407 2,422,957 270,819 11,227,705

Proposal Four: To approve the 22nd Century Group, Inc. 2014 Omnibus Incentive Plan. In accordance with the voting results listed below, the 22nd Century Group, Inc. 2014 Omnibus Incentive Plan has been approved.

For Against Abstain Broker Non-Votes 32,979,619 2,738,268 398,296 11,227,705

Proposal Five: The board of directors selected the accounting firm of Freed Maxick CPAs, P.C. to serve as the Company's independent registered certified public accounting firm for fiscal 2014. The board of directors directed that the appointment of the independent accountants be submitted for ratification by the stockholders at the annual meeting. Therefore, in accordance with the voting results listed below, Freed Maxick CPAs, P.C. will serve as the independent registered certified public accountants for fiscal 2014.

For Against Abstain
47,065,674 19,381 258,833

Item 9.01(d):   Financial Statements and Exhibits.

Exhibit 3.1     Certificate of Amendment to Articles of Incorporation (incorporated
                by reference from Appendix A to the Company's definitive proxy
                statement filed March 4, 2014)

Exhibit 10.1    22nd Century Group, Inc. 2014 Omnibus Incentive Plan (incorporated
                by reference from Appendix B to the Company's definitive proxy
                statement filed March 4, 2014)

Exhibit 10.2    Form of Restricted Stock Award Agreement under 22nd Century Group,
                Inc. 2014 Omnibus Incentive Plan (filed herewith)

Exhibit 10.3    Form of Stock Option Award Agreement under 22nd Century Group, Inc.
                2014 Omnibus Incentive Plan (filed herewith)

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