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EX-99.1 - PRESS RELEASE - GROWLIFE, INC. | phot_ex991.htm |
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)
December 6, 2018
____________________________
GROWLIFE, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other Jurisdiction of Incorporation or
Organization)
000-50385
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5400
Carillon Point
Kirkland, WA 98033
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90-0821083
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(Commission
File Number)
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(Address
of Principal Executive Offices and zip code)
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(IRS
Employer Identification No.)
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(866) 781-5559
(Registrant’s telephone number, including area
code)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of 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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Chairman of the Board
On December 6, 2018, the Board of Directors, appointed Marco Hegyi
Chairman of the Board of Directors. Mr. Hegyi remains the
Company’s Chief Executive Officer and President.
Resignation of Michael Fasci as Chairman of the Board and
Director
On
December 6, 2018, Mr. Fasci resigned as Chairman of the Board and
Director. Mr. Fasci had no disagreement with the Company on any
matter relating to the
registrant’s operations, policies or
practices.
Item 8.01 Other
Events
Annual Shareholder Meeting
The
Company held its 2018 Annual Meeting of Stockholders on December 6,
2018. The results of the Annual Meeting are set forth
below. The matters considered at the annual meeting were
described in detail in the definitive proxy statement on Schedule
14A that the Company filed with the Securities and Exchange
Commission on September 27, 2018. All matters were approved by the
shareholders as follows:
1.
To elect five
nominees to serve on the Board until the 2019 Annual Meeting of
Stockholders;
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Shares
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Shares
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Motion
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Description
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For
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Withheld
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1
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To elect five nominees to serve on the Board until the 2018 Annual
Meeting of Stockholders-
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Marco Hegyi
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399,168,159
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40,931,453
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Mark E. Scott
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398,948,343
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41,151,269
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Michael E. Fasci
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380,143,283
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59,956,329
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Katherine McLain
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400,392,359
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39,707,253
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Thom Kozik
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393,693,171
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46,406,441
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2. To
adopt and approve the First Amended and Restated 2017 Stock
Incentive Plan to increase the shares issuable under the plan from
100 million to 200 million;
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Shares
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Shares
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Shares
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Motion
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Description
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For
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Against
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Abstained
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2
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To adopt and approve the First Amended and Restated 2017 Stock
Incentive Plan to increase shares issuable under plan from
100
million to 200 million.
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301,584,243
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126,696,024
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11,819,345
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3. To approve an amendment to our Certificate of Incorporation to
effect a reverse stock split of our common stock, by a ratio of not
less than 1-for-100 and not more
than 1-for-150, such ratio and
the implementation and timing of such reverse stock split to be
determined in the discretion of our board of
directors;
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Shares
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Shares
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Shares
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Motion
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Description
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For
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Against
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Abstained
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3
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To approve a reverse split of outstanding common stock by a ratio
of not less than 1-for-100 and not more
than 1-for-150; the ratio and timing of implementation
to be determined in the discretion of the board
of directors.
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1,864,555,710
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888,675,512
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26,496,755
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4. To
approve an amendment to the Company’s Certificate of
Incorporation to decrease the authorized shares of common stock
(“Common Stock”) from 6,000,000,000 by a by a ratio of not less
than 1-for-50 and not more
than 1-for-100;
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Shares
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Shares
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Shares
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Motion
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Description
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For
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Against
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Abstained
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4
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To approve an amendment to the Company’s Certificate of
Incorporation
to reduce the authorized shares
of common stock (“Common Stock”)
from 6,000,000,000 by a ratio of not less than
1-for-50 and
not more than 1-for 100.
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347,329,139
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82,929,732
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9,840,761
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5. To
ratify the appointment of SD Mayer and Associates, LLP of Seattle,
Washington as the Company’s independent registered public
accounting firm for the fiscal year ending December 31,
2018;
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Shares
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Shares
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Shares
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Motion
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Description
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For
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Against
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Abstained
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5
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To ratify the appointment of SD Mayer and Associates, LLP of
Seattle, Washington as the Company’s registered
public accounting firm for the fiscal year ending December 31,
2018.
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2,516,992,839
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104,939,763
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157,795,376
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6. To
approve, on a non-binding advisory basis, the compensation paid to
the Company’s named executive officers;
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Shares
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Shares
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Shares
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Motion
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Description
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For
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Against
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Abstained
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6
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To approve, on a non-binding advisory basis, the compensation paid
to the Company’s named
executive officers
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331,350,236
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83,074,284
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25,675,092
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7. To
vote, on a non-binding advisory basis, on the frequency (i.e.,
every one, two, or three years) of holding an advisory
shareholder vote to approve the compensation paid to the
Company’s named executive officers.
Motion
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Description
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One Year
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Two Years
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Three Years
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Abstain
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7
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To vote, on a non-binding advisory basis, on the frequency (i.e.,
every one, two, or three years) of
holding an advisory shareholder vote to approve the compensation
paid to the Company’s named
executive officers
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267,585,299
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40,159,910
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104,247,983
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27,806,420
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Committee Assignments
On December 6, 2018, the Company’s Board of Directors,
approved the following committee assignments:
Audit
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Compensation
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Nominations and Governance
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Marco
Hegyi (Interim Chairman)
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Katherine
McLain (Chairman)
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Katherine
McLain (Chairman)
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Thom
Kozik
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Marco
Hegyi
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Marco
Hegyi
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Katherine
McLain
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Thom
Kozik
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Thom
Kozik
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Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Press
release dated December 10, 2018 concerning the 2018 Annual Meeting
of Stockholders.
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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.
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GROWLIFE, INC. |
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Date: December
10, 2018
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By:
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/s/
Marco Hegyi
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Marco
Hegyi
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Chief Executive
Officer
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