Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): May 1, 2020




22nd Century Group, Inc.

(Exact Name of Registrant as Specified in Charter)



Nevada 001-36338 98-0468420
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)

8560 Main Street, Suite 4, Williamsville, New York

(Address of Principal Executive Office)


(Zip Code)


Registrant’s telephone number, including area code: (716) 270-1523




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))


Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol Name of each exchange on which registered
Common Stock, $0.00001 par value XXII NYSE American


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


On May 1, 2020, 22nd Century Group, Inc. (the “Company”) held an annual meeting of its stockholders to vote on the following proposals:


Proposal One:  To elect two Class III directors, Clifford B. Fleet and Roger D. O’Brien, to serve until the 2023 annual meeting of stockholders and until their successors are duly elected and qualified. In accordance with the voting results listed below, each of the nominees were elected to serve as directors.


Nominee For Withheld Broker Non-Votes
Clifford B. Fleet 17,288,027 4,848,803 63,511,909
Roger D. O’Brien 17,637,587 4,499,243 63,511,909


Proposal Two: To approve an advisory resolution on executive compensation for fiscal year 2019. In accordance with the voting results listed below, the Company’s executive compensation for fiscal year 2019 has been approved.


For Against Abstain Broker Non-Votes
13,760,845 7,893,494 482,491 63,511,909


Proposal Three: The audit committee of 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 the year 2020. The audit committee 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 the year 2020.


For Against Abstain
74,183,450 4,118,751 7,346,538







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.
Date: May 4, 2020 /s/ Michael J. Zercher
  Michael J. Zercher
President and Chief Operating Officer