[8-K] GROW GENERATION CORP Reports Material Event

Rhea-AI Filing Summary

GrowGeneration Corp (NASDAQ: GRWG) held its 2025 Annual Meeting of Shareholders on June 19, with 62.78% of outstanding shares represented. Three key proposals were voted upon:

Board Election Results:

• All five nominees were successfully elected, with Starlett Carter and Michael Salaman receiving the strongest support (19.5M and 19.4M votes respectively)
• Eula Adams and Stephen Aiello faced more opposition, receiving approximately 7.7M and 7.9M withhold votes

Key Voting Outcomes:

• Say-on-Pay proposal approved with 20.37M votes in favor (94.4% approval of votes cast)
• Grant Thornton LLP confirmed as independent auditor with overwhelming support (35.59M votes in favor, representing 95.3% approval)

The meeting results indicate strong shareholder support for management and current governance practices, though some directors faced notable opposition. CEO Darren Lampert executed the filing.

Positive

• Strong shareholder support for management team demonstrated by high approval rates: CEO Darren Lampert (85.4%) and President Michael Salaman (90.0%) received strong voting support
• Executive compensation plan ('Say-on-Pay') received overwhelming approval with 94.4% of votes in favor
• High shareholder engagement evidenced by 62.78% of outstanding shares participating in the annual meeting

Negative

• Significant opposition to two board members with Eula Adams and Stephen Aiello receiving relatively high 'withheld' votes (35.8% and 36.8% respectively), indicating some shareholder concerns about board composition

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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):  June 19, 2025

GROWGENERATION CORP.

(Exact name of registrant as specified in its charter)

Colorado

333-207889

46-5008129

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer  Identification No.)

5619 DTC Parkway, Suite 900

Greenwood Village, CO 80111

(Address of principal executive offices)

Registrant’s telephone number, including area code:  (800) 935-8420

N/A

(Former address of principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation under any of the following provisions (see General Instruction A.2. below):

☐ 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, par value $0.001 per share

GRWG

The NASDAQ Stock Market LLC

Section 5 – Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 19, 2025, GrowGeneration Corp. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) through remote communication. The matters listed below were submitted to a vote of the shareholders. 62.78% of the Company’s outstanding shares of common stock as of April 21, 2025, the record date, were present at the Annual Meeting, either in person or via proxy. The final voting results were as follows:

Proposal 1 – Election of Directors. The five individuals listed below were elected to the Board of Directors of the Company to serve until the Company’s 2026 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.

Name of Nominee						For						Withheld
Darren Lampert						18,426,649						3,148,172
Michael Salaman						19,428,285						2,146,536
Eula Adams						13,843,291						7,731,530
Stephen Aiello						13,635,292						7,939,529
Starlett Carter						19,504,228						2,070,593

Proposal 2 – Say-on-Pay. The compensation of the Company’s named executive officers was approved on an advisory basis.

For						Against						Abstain						Broker Non-Votes
20,370,149						1,113,832						90,840						15,774,790

Proposal 3 – Independent Auditor. The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements as of December 31, 2025 and for the fiscal year then ending was approved.

For						Against						Abstain						Broker Non-Votes
35,592,246						1,359,320						398,045						—

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit No.						Description
104						Cover Page Interactive Data File, formatted XBRL Document

SIGNATURES

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 thereunto duly authorized.

Date:			June 20, 2025			GrowGeneration Corp.
						By:			/s/ Darren Lampert
						Name:			Darren Lampert
						Title:			Chief Executive Officer

FAQ

What were the voting results for GRWG's directors at the 2025 Annual Meeting?

At GRWG's 2025 Annual Meeting, all five directors were elected. The voting results were: Darren Lampert (18,426,649 For, 3,148,172 Withheld), Michael Salaman (19,428,285 For, 2,146,536 Withheld), Eula Adams (13,843,291 For, 7,731,530 Withheld), Stephen Aiello (13,635,292 For, 7,939,529 Withheld), and Starlett Carter (19,504,228 For, 2,070,593 Withheld).

What was the shareholder participation rate at GRWG's 2025 Annual Meeting?

The shareholder participation rate at GRWG's 2025 Annual Meeting was 62.78% of the Company's outstanding shares of common stock as of the April 21, 2025 record date, with shareholders participating either in person or via proxy.

How did GRWG shareholders vote on executive compensation (Say-on-Pay) in 2025?

GRWG shareholders approved the Say-on-Pay proposal with 20,370,149 votes For, 1,113,832 votes Against, and 90,840 Abstentions. There were 15,774,790 Broker Non-Votes. The compensation of the Company's named executive officers was approved on an advisory basis.

Did GRWG shareholders approve Grant Thornton LLP as the company's independent auditor for 2025?

Yes, shareholders overwhelmingly approved Grant Thornton LLP as GRWG's independent auditor with 35,592,246 votes For, 1,359,320 votes Against, and 398,045 Abstentions. The firm will audit the Company's financial statements for the fiscal year ending December 31, 2025.

Who received the highest shareholder support among GRWG's director nominees in 2025?

Among GRWG's director nominees, Starlett Carter received the highest shareholder support with 19,504,228 'For' votes (90.4% approval of votes cast), followed closely by Michael Salaman with 19,428,285 'For' votes (90.0% approval of votes cast).