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): January 28, 2021
KUSHCO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Nevada | 000-55418 | 46-5268202 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 6261 Katella Ave Ste 250, Cypress, CA | 90630 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (714) 243-4311
(Former name or former address, if changed since last report)
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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: None
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | KSHB | OTCQX |
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. ☒
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 28, 2021, the stockholders of KushCo Holdings, Inc. (the “Company”) approved an amendment to the Company’s 2016 Stock Incentive Plan (the “Plan”) at the 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”). The amendment to the Plan (the “Amendment”) increased the maximum number of shares authorized for issuance under the Plan by 10,000,000 shares to 28,000,000 shares. The Amendment was previously approved by the Board of Directors (the “Board”) of the Company on December 28, 2020, subject to stockholder approval.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Plan, as amended by the Amendment, which is attached hereto as Exhibit 10.1 and incorporated by reference into this Item 5.02.
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On January 28, 2021, the Company held its 2021 Annual Meeting. At the 2021 Annual Meeting, the Company’s stockholders voted on the following proposals:
(i) the election of six director nominees for a one-year term, such term to continue until the Company’s annual meeting of stockholders in 2022 or until such directors’ successors are duly elected and qualified or until their earlier resignation or removal;
(ii) the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2021; and
(iii) the approval of the Amendment to increase the maximum number of shares authorized for issuance under the Plan by 10,000,000 shares to 28,000,000 shares.
The voting results from the Annual Meeting are reported below.
Proposal 1 – Election of Directors
Eric Baum, Barbara Goodstein, Donald Hunter, Dallas Imbimbo Peter Kadens and Nicholas Kovacevich were elected as directors for a one-year term, such term to continue until the annual meeting of stockholders in 2022 or until such directors’ successors are duly elected and qualified or until their earlier resignation or removal. The results of the election were as follows:
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| Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Eric Baum | | 30,599,378 | | 1,560,353 | | 40,334,850 |
| Barbara Goodstein | | 30,695,901 | | 1,463,830 | | 40,334,850 |
| Donald Hunter | | 30,587,714 | | 1,572,017 | | 40,334,850 |
| Dallas Imbimbo | | 31,228,748 | | 930,983 | | 40,334,850 |
| Peter Kadens | | 31,274,791 | | 884,940 | | 40,334,850 |
| Nicholas Kovacevich | | 31,349,397 | | 810,334 | | 40,334,850 |
Proposal 2 – Ratification of the Appointment of Marcum LLP
The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2021 was ratified. There were no broker non-votes on this proposal. The results of the vote were as follows:
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| Votes For | | Votes Against | | Votes Abstained |
| 70,844,444 | | 678,532 | | 971,605 |
Proposal 3 – Approval of Amendment to 2016 Stock Incentive Plan
The Amendment to increase the maximum number of shares authorized for issuance under the Plan by 10,000,000 shares to 28,000,000 shares was approved. The results of the vote were as follows:
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| Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 25,048,155 | | 6,502,633 | | 608,943 | | 40,334,850 |
Item 9.01.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | KUSHCO HOLDINGS, INC. |
| | | (Registrant) |
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| January 29, 2021 | | /s/ Nicholas Kovacevich |
| (Date) | | Nicholas Kovacevich Chairman and Chief Executive Officer |
