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