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Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 16, 2022




22nd Century Group, Inc.

(Exact Name of Registrant as Specified in Charter)


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


500 Seneca Street, Suite 507, Buffalo, 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))


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.     ¨


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 NASDAQ Capital Market






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


On June 16, 2022, the Company held an annual meeting of its stockholders to vote on the following proposals: 


Proposal One: To elect three Class II directors, James A. Mish, Nora Sullivan and Anthony Johnson, to serve until the 2025 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 
James A. Mish   48,729,821    1,142,753    54,415,854 
Nora Sullivan   47,215,156    2,657,418    54,415,854 
Anthony Johnson   48,559,483    1,313,091    54,415,854 


Proposal Two: To approve an advisory resolution on executive compensation for fiscal year 2021. In accordance with the voting results listed below, the Company’s executive compensation for fiscal year 2021 has been approved. 


For   Against   Abstain   Broker Non-Votes 
31,865,191    17,206,859    800,524    54,415,854 


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 2022. 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 2022. 


For   Against   Abstain 
 101,505,179    1,985,540    797,709 





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/ Steven P. Przybyla  
Date:  June 21, 2022 Steven P. Przybyla
  Vice President, General Counsel and Secretary