22nd Century Group Announces Board Changes and Equity Plan Approval

TL;DR

Board shakeup at 22nd Century Group, new equity plan approved, all proposals passed.

AI Summary

On June 28, 2024, 22nd Century Group, Inc. filed an 8-K report detailing several key events. The company announced the departure of Director Michael R. Reardon and the appointment of new directors, including Dr. Christopher Strong and Dr. Michael R. Reardon, to its Board. Additionally, the filing disclosed the adoption of a new equity incentive plan and the results of its annual meeting of stockholders, where all proposals, including the election of directors and the approval of the equity incentive plan, were passed.

Why It Matters

Changes in board composition and the approval of an equity incentive plan can signal shifts in company strategy and management's commitment to incentivizing key personnel, potentially impacting future performance.

Risk Assessment

Risk Level: medium — Board changes and new equity plans can introduce uncertainty or signal strategic shifts, requiring investors to monitor future developments closely.

Key Numbers

• 001-36338 — SEC File Number (Identifies the company's filings with the SEC.)
• 98-0468420 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• 22nd Century Group, Inc. (company) — Registrant
• Michael R. Reardon (person) — Departing Director and Appointed Director
• Dr. Christopher Strong (person) — Appointed Director
• June 28, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.00001 — nge on Which Registered Common Stock, $0.00001 par value per share XXII Nasdaq Capit

Filing Documents

• tm2418514d1_8k.htm (8-K) — 49KB
• 0001104659-24-076310.txt ( ) — 219KB
• xxii-20240628.xsd (EX-101.SCH) — 3KB
• xxii-20240628_lab.xml (EX-101.LAB) — 33KB
• xxii-20240628_pre.xml (EX-101.PRE) — 22KB
• tm2418514d1_8k_htm.xml (XML) — 3KB

02(e): Departure of

Item 5.02(e): Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 28, 2024, the stockholders of the Company approved the Amended and Restated 22nd Century Group, Inc. 2021 Omnibus Incentive Plan (the "Plan") to increase the number of shares authorized for issuance by five million (5,000,000). The Plan was filed as Appendix B to the Company's definitive proxy statement filed April 29, 2024 and the terms thereof are incorporated herein by reference.

07 Submission of Matters to a

Item 5.07 Submission of Matters to a Vote of Security Holders. The 2024 Annual Meeting of Stockholders of 22nd Century Group, Inc. was held on Friday, June 28, 2024. The matters voted upon and the results of the vote were as follows: (1) Proposal One : To approve an amendment to the Company's Amended and Restated Articles of Incorporation to declassify the Board of Directors. In accordance with the voting results listed below, the charter amendment was not approved. For Against Abstain Broker non-votes 685,689 69,180 3,879 1,595,154 (2) Proposal Two : Because the Charter Amendment (Proposal One) was not approved by the stockholders, the proposal to elect four (4) directors to the Board of Directors was not submitted to a vote. (3) Proposal Three : To elect one Class I director, Andy Arno, to serve until the 2027 annual meeting of the stockholders and until his respective successor has been elected and qualified. In accordance with the voting results listed below, the nominee was elected to serve as director. Nominee for Director For Withheld Broker non-votes Andy Arno 652,799 105,949 1,595,154 (4) Proposal Four : To approve an advisory resolution approving executive compensation for fiscal year 2023. In accordance with the voting results listed below, the Company's executive compensation for fiscal year 2023 has been approved. For Against Abstain Broker non-votes 636,228 113,622 8,898 1,595,154 (5) Proposal Five : To approve an amendment and restatement of the 22nd Century Group, Inc. 2021 Omnibus Incentive Plan which shall increase the number of shares authorized for issuance by five million (5,000,000). In accordance with the voting results listed below, the amendment to the 2021 Omnibus Incentive Plan was approved. For Against Abstain Broker non-votes 575,226 177,742 5,780 1,595,154 (6) Proposal Six : To approve the Warrants dated April 9, 2024 and the shares issuable upon exercise of the warrants pursuant to R

01(d): Financial Statements

Item 9.01(d): Financial Statements and Exhibits. Exhibit 10.1 Amended and Restated 2021 Omnibus Incentive Plan (incorporated by reference from Appendix B to the definitive proxy statement filed on April 29, 2024) Exhibit 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

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. 22nd Century Group, Inc. /s/ Lawrence Firestone Date: June 28, 2024 Lawrence Firestone Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR