Shareholders back Turning Point Brands (NYSE: TPB) 2026 board slate

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Turning Point Brands, Inc. held its Annual Meeting of Stockholders on May 4, 2026. Stockholders elected 11 directors, with each nominee receiving roughly 14.6–14.8 million votes in favor and about 0.2–0.3 million votes withheld, plus 2,055,552 broker non-votes for each director.

Shareholders also approved two additional proposals. One received 16,869,195 votes for, 130,747 against and 37,367 abstentions with no broker non-votes. Another received 14,561,464 votes for, 324,126 against, 96,167 abstentions and 2,055,552 broker non-votes.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Directors elected: 11 nominees Votes for largest proposal: 16,869,195 votes for Votes for second proposal: 14,561,464 votes for +2 more

5 metrics

Directors elected 11 nominees Annual Meeting of Stockholders on May 4, 2026

Votes for largest proposal 16,869,195 votes for Shareholder proposal with 130,747 against and 37,367 abstain

Votes for second proposal 14,561,464 votes for Proposal with 324,126 against, 96,167 abstain and 2,055,552 broker non-votes

Typical director support ≈14.6–14.8M votes for Per director, with about 0.2–0.3M votes withheld and 2,055,552 broker non-votes

Broker non-votes on directors 2,055,552 shares Broker non-votes recorded for each director nominee

Key Terms

Annual Meeting of Stockholders, Broker Non-Votes, emerging growth company, Common Stock , $0.01 par value

4 terms

Annual Meeting of Stockholders financial

"Turning Point Brands, Inc. held its Annual Meeting of Stockholders on May 4, 2026"

Broker Non-Votes financial

"Votes Withheld ... Broker Non-Votes ... 2,055,552"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

emerging growth company regulatory

"Emerging growth company Turning Point Brands, Inc. held its Annual Meeting"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Common Stock , $0.01 par value financial

"Title of each class | Trading Symbol(s) | Name of each exchange on which registered Common Stock , $0.01 par value"

Understanding 8-K Material Events →

05/05/2026 - 05:28 PM

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): May 4, 2026

TURNING POINT BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37763	20-0709285
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5201 Interchange Way, Louisville, KY	40229
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (502) 778-4421

N/A

(Former name, former address and former fiscal year, if changed since last report.)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	TPB	New York Stock Exchange

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. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders

Turning Point Brands, Inc. held its Annual Meeting of Stockholders on May 4, 2026, at which the following matters were voted upon:

(1)

Election of Directors;

(2)

Ratification of KPMG LLP as independent registered public accountant for the year ending December 31, 2026; and

(3)

Advisory vote to approve named executive officer compensation.

The final number of votes cast with respect to each matter is set out below:

(1)

Election of Directors:

Nominee	Votes For		Votes Withheld		Broker Non-Votes
Gregory H.A. Baxter		14,783,749		198,008		2,055,552
John A. Catsimatidis Jr.		14,835,940		145,817		2,055,552
H.C. Charles Diao		14,751,756		230,001		2,055,552
Ashley D. Frushone		14,636,944		344,813		2,055,552
David E. Glazek		14,754,180		227,577		2,055,552
Graham A. Purdy		14,799,438		182,319		2,055,552
Rohith Reddy		14,785,554		196,203		2,055,552
Kathleen M. Shanahan		14,827,330		154,427		2,055,552
Stephen Usher		14,797,592		184,165		2,055,552
Lawrence S. Wexler		14,788,619		193,138		2,055,552

(2)

Ratification of KPMG LLP as independent registered public accountant for the year ending December 31, 2026:

For			16,869,195
Against			130,747
Abstain			37,367
Broker Non-Votes			-

(3)

Advisory vote to approve named executive officer compensation:

For			14,561,464
Against			324,126
Abstain			96,167
Broker Non-Votes			2,055,552

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.

	TURNING POINT BRANDS, INC.


Dated: May 5, 2026	By:	/s/ Brittani N. Cushman
		Brittani N. Cushman
		Senior Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Turning Point Brands (TPB) stockholders vote on at the 2026 annual meeting?

Stockholders elected 11 directors and voted on two additional proposals. Each director received about 14.6–14.8 million votes for, and the proposals drew up to 16.9 million votes in favor, indicating broad shareholder support overall.

Were all Turning Point Brands (TPB) director nominees elected in 2026?

Yes. All 11 nominees, including Gregory H.A. Baxter, John A. Catsimatidis Jr., and others, were elected. Each received around 14.6–14.8 million votes for versus roughly 0.2–0.3 million votes withheld, plus 2,055,552 broker non-votes per nominee.

How strong was shareholder support for the main proposals at Turning Point Brands’ 2026 meeting?

Support was high. One proposal received 16,869,195 votes for versus 130,747 against, with 37,367 abstentions. Another proposal drew 14,561,464 votes for and 324,126 against, with 96,167 abstentions and 2,055,552 broker non-votes recorded.

What do broker non-votes indicate in the Turning Point Brands (TPB) 2026 results?

Broker non-votes represent shares held in street name where brokers did not receive voting instructions for certain items. For the director elections and one proposal, 2,055,552 broker non-votes were recorded, showing those shares were not voted on those specific matters.

When was Turning Point Brands’ 2026 Annual Meeting of Stockholders held?

The Annual Meeting of Stockholders for Turning Point Brands, Inc. took place on May 4, 2026. At that meeting, shareholders voted on the election of 11 directors as well as two additional corporate proposals, all of which received strong approval levels.

Filing Exhibits & Attachments

4 documents