22nd Century Group reports 2026 vote results

22nd Century Group, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 11, 2026.

Accepted by SEC EDGAR 06/11/2026 - 03:03 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

22nd Century Group, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 11, 2026.

Director nominee Lucille Salhany received 1,163,869 votes for and 34,794 votes withheld, with no broker non-votes reported.

Two additional proposals were voted on. One proposal received 1,160,325 votes for, 37,053 against and 1,285 abstentions. Another proposal received 1,191,342 votes for, 7,051 against and 270 abstentions, with no broker non-votes indicated for either proposal.

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

Votes for Lucille Salhany: 1,163,869 votes Votes withheld for Lucille Salhany: 34,794 votes Votes for first proposal: 1,160,325 votes +5 more

8 metrics

Votes for Lucille Salhany 1,163,869 votes Director election at 2026 Annual Meeting

Votes withheld for Lucille Salhany 34,794 votes Director election at 2026 Annual Meeting

Votes for first proposal 1,160,325 votes Shareholder proposal at 2026 Annual Meeting

Votes against first proposal 37,053 votes Shareholder proposal at 2026 Annual Meeting

Abstentions on first proposal 1,285 votes Shareholder proposal at 2026 Annual Meeting

Votes for second proposal 1,191,342 votes Shareholder proposal at 2026 Annual Meeting

Votes against second proposal 7,051 votes Shareholder proposal at 2026 Annual Meeting

Abstentions on second proposal 270 votes Shareholder proposal at 2026 Annual Meeting

Key Terms

Broker non-votes, Emerging growth company, Exchange Act, Nasdaq Capital Market

4 terms

Broker non-votes financial

"Broker non-votes | -------------------------------------------------------------------------- Lucille Salhany"

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 Item 5.07 Submission of Matters"

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.

Exchange Act regulatory

"Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)"

A federal law that sets rules for trading securities on public exchanges, requiring companies and market participants to register, disclose regular financial information, and follow standards that promote honest, orderly markets. For investors, it matters because it creates transparency and legal protections—like stopping insider trading and ensuring timely company disclosures—so you can evaluate risks and rely on consistent rules much as players rely on a referee to keep a game fair.

Nasdaq Capital Market financial

"Common Stock, $0.00001 par value per share | | XXII | | Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did 22nd Century Group (XXII) disclose in this 8-K filing?

22nd Century Group disclosed the voting results from its 2026 Annual Meeting of Stockholders. The filing details support and opposition tallies for a director election and two additional proposals, including for, against, abstain, and broker non-vote counts.

How did shareholders vote on director nominee Lucille Salhany at XXII?

Shareholders cast 1,163,869 votes for Lucille Salhany and 34,794 votes were withheld, with zero broker non-votes. This indicates strong support in the recorded ballot, based on the totals reported for her election as director.

What were the vote totals on the first shareholder proposal at 22nd Century Group?

One proposal received 1,160,325 votes for, 37,053 votes against, and 1,285 abstentions, with no broker non-votes. These figures show substantially more shares voted in favor than against in the meeting’s recorded results.

What were the vote results on the second proposal at 22nd Century Group (XXII)?

A second proposal recorded 1,191,342 votes for, 7,051 against, and 270 abstentions, with zero broker non-votes. The reported tally shows a large majority of votes cast in favor relative to those opposed.

Who signed the 22nd Century Group 8-K reporting the 2026 vote results?

The report was signed on behalf of 22nd Century Group by Chief Executive Officer Lawrence Firestone. His signature indicates the company’s authorization of the disclosed shareholder voting information from the 2026 Annual Meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 11, 2026

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.)

321 Farmington Rd., Mocksville, North Carolina

(Address of Principal Executive Office)

27028

(Zip Code)

Registrant’s telephone number, including area code: (336) 940-3769

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 Exchange on Which Registered
Common Stock, $0.00001 par value per share		XXII		Nasdaq Capital Market

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.

A 2026 Annual Meeting of Stockholders of 22nd Century Group, Inc. was held on Thursday, June 11, 2026. The matters voted upon and the results of the vote were as follows:

(1)	Proposal One: To elect Lucille Salhany as a Class III director to serve until the 2029 annual meeting of the stockholders and until her respective successor has been elected and qualified. In accordance with the voting results listed below, the nominees were elected to serve as director.

Nominee for Director

For

Withheld

Broker non-votes

Lucille Salhany

1,163,869

34,794

(2)	Proposal Two: To approve an advisory resolution approving executive compensation for fiscal year 2025. In accordance with the voting results listed below, the Company’s executive compensation for fiscal year 2025 has been approved.

For				Against				Abstain				Broker non-votes
	1,160,325				37,053				1,285				0

(3)

Proposal Three: To ratify the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accountants for 2026. In accordance with the voting results listed below, WithumSmith+Brown, PC will serve as the independent registered certified public accountants for the year 2026.

For				Against				Abstain				Broker non-votes
	1,191,342				7,051				270				0

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.

	22nd Century Group, Inc.

	/s/ Lawrence Firestone
Date: June 11, 2026	Lawrence Firestone
	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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