Hydrofarm Holdings Group Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$HYFM
Consumer Specialties
Consumer Discretionary
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 9, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive
Offices) (Zip Code)
Registrant’s telephone number, including area code: (707 ) 765-9990
Former Name or Former Address, if changed since last report: Not Applicable
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Securities registered pursuant to Section 12(b) of the Act:
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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 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On June 9, 2025, the board of directors (the “Board”) of Hydrofarm Holdings Group, Inc. (the “Company”) elected B. John Lindeman to serve as a member of the Board, to fill the vacancy left by Mr. Richard D. Moss following his resignation immediately prior to the 2025 annual meeting of stockholders (the “Annual Meeting”). There is no arrangement or understanding between Mr. Lindeman and any other person, other than the Company, pursuant to which he was appointed as a director. As the Chief Executive Officer of the Company, Mr. Lindeman will not receive any compensation for his service on the Board. Further, Mr. Lindeman has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporations or Bylaws; Change in Fiscal Year.
On June 9, 2025, the Company filed Certificates of Retirement and Elimination to its Amended and Restated Certificate of Incorporation, as amended (the “Charter”), with the Secretary of State of the State of Delaware, (i) retiring 7,725,045 shares of Series A Preferred Stock of the Company (“Series A Preferred Stock”) which were converted into shares of the Company’s common stock, par value $0.0001 per share in connection with the Company’s initial public offering of its common stock; (ii) reducing the number of authorized shares of Series A Preferred Stock to 7,274,955 shares; and (iii) eliminating from the Charter all references to the Series A Preferred Stock set forth in the Company’s Certificate of Designation with respect to its Series A Preferred Stock. The Certificates of Retirement and Elimination each became effective on June 9, 2025.
The foregoing summary of the Certificates of Retirement and Elimination is qualified in its entirety by the full text of the Certificates of Retirement and Elimination, copies of which are filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Stockholders.
On June 9, 2025, the Company held its Annual Meeting via live webcast on the Internet. Of the 4,649,918 shares of common stock issued and outstanding and eligible to vote as of the record date of April 10, 2025, a quorum of 2,365,585 shares, or 50.87% of the eligible shares, was present at the Annual Meeting or represented by proxy.
The following actions were taken at the Annual Meeting:
1.The following nominees were reelected to serve on the Board as Class II Directors until the 2028 annual meeting of stockholders, based on the following votes:
| NAME | FOR | WITHHELD | BROKER NON-VOTES | |||||||||||||||||
| Melisa Denis | 1,820,816 | 45,201 | 499,568 | |||||||||||||||||
| Renah Persofsky | 1,711,702 | 154,315 | 499,568 | |||||||||||||||||
2.The compensation of the Company’s named executive officers was approved on an advisory basis, based on the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 1,801,845 | 53,550 | 10,622 | 499,568 | |||||||||||||||||
3.The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified, based on the following votes:
| FOR | AGAINST | ABSTAIN | ||||||||||||
| 2,339,945 | 19,688 | 5,952 | ||||||||||||
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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.
| Hydrofarm Holdings Group, Inc. | |||||||||||
| Date: June 13, 2025 | By: | /s/ B. John Lindeman | |||||||||
| Name: | B. John Lindeman | ||||||||||
| Title: | Chief Executive Officer | ||||||||||
| (Principal Executive Officer) | |||||||||||