$XXII Form 8-K

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862

Form 8-K for 22ND CENTURY GROUP, INC.


28-Apr-2015

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submiss

Item 5.03: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.On April 24, 2015, the Board of Directors of 22nd Century Group, Inc. (the “Company”) adopted an amendment to the Company’s Amended and Restated Bylaws in order to include a provision requiring all derivative actions, stockholder class actions and other intra-corporate disputes brought against the Company to be litigated in a specified forum within the State of New York.

The description of the Amendment to the Amended and Restated Bylaws set forth above is qualified by reference to the Amendment No. 1 to the Amended and Restated Bylaws filed herewith as Exhibit 3.2, which exhibit is incorporated herein by reference.

 

Item 5.07(a) and (b): Submission of Matters to a Vote of Security Holders.On April 25, 2015, the Company held an annual meeting of its stockholders to vote on the following proposals:

Proposal One: To elect two Class I directors, Henry Sicignano, III and Richard M. Sanders, to serve until the 2018 annual meeting of stockholders and until their successors are duly elected and qualified. In accordance with the voting results listed below, each of the nominees were elected to serve as directors.

      Nominee           Votes For        Votes Withheld       Broker Non-Votes
Henry Sicignano, III     20,608,018            5,770,998             20,596,626
Richard M. Sanders       19,583,378            6,795,638             20,596,626

Proposal Two: To approve an advisory resolution on executive compensation for fiscal year 2014. In accordance with the voting results listed below, the Company’s executive compensation for fiscal year 2014 has been approved.

For Against Abstain Broker Non-Votes 19,904,245 6,075,516 399,255 20,596,626

Proposal Three: The audit committee of the Board of Directors selected the accounting firm of Freed Maxick CPAs, P.C. to serve as the Company’s independent registered certified public accounting firm for the year 2015. The audit committee directed that the appointment of the independent accountants be submitted for ratification by the stockholders at the annual meeting. Therefore, in accordance with the voting results listed below, Freed Maxick CPAs, P.C. will serve as the independent registered certified public accountants for the year 2015.

For Against Abstain
46,335,009 110,301 530,332

 

Item 8.01: Other Events.On April 28, 2015, the Company issued a press release regarding its annual meeting. The press release is filed as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01(d): Financial Statements and Exhibits.Exhibit 3.2 Amendment No. 1 to Amended and Restated Bylaws.

Exhibit 99.1 Press Release dated April 28, 2015.

 

 

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