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Shareholder voting outcomes at 22nd Century Group (NASDAQ: XXII)

Filing Impact
(High)
Filing Sentiment
(Neutral)
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.

Positive

  • None.

Negative

  • None.
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.
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
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.
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Understanding 8-K Material Events →
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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    0 

 

(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

FAQ

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.

Filing Exhibits & Attachments

3 documents

Other Documents