tpb20250508

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 6, 2025

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 6, 2025, at which the following matters were voted upon:

(1)

Election of Directors;

(2)

Approval of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to limit liability of certain officers;

(3)

Ratification of KPMG LLP as independent registered public accountant for the year ending December 31, 2025; and

(4)

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		12,019,299		238,956		1,952,275
John A. Catsimatidis Jr.		12,131,091		127,164		1,952,275
H.C. Charles Diao		11,881,840		376,415		1,952,275
Ashley D. Frushone		12,004,604		253,651		1,952,275
David E. Glazek		11,991,317		266,938		1,952,275
Graham A. Purdy		12,068,935		189,320		1,952,275
Rohith Reddy		12,060,193		198,062		1,952,275
Kathleen M. Shanahan		12,174,030		84,225		1,952,275
Stephen Usher		12,075,141		183,114		1,952,275
Lawrence S. Wexler		12,025,326		232,929		1,952,275

(2)

Approval of Amendment to Limit Liability of Certain Officers:

For			11,162,253
Against			978,646
Abstain			37,363
Broker Non-Votes			1,952,275

(3)

Ratification of KPMG LLP as independent registered public accountant for the year ending December 31, 2025:

For			14,101,418
Against			3,512
Abstain			25,607
Broker Non-Votes			-

(4)

Advisory vote to approve named executive officer compensation:

For			11,141,486
Against			895,893
Abstain			140,883
Broker Non-Votes			1,952,275

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 09, 2025	By:	/s/ Brittani N. Cushman
		Brittani N. Cushman
		Senior Vice President, General Counsel and Secretary