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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
 5400 Carillon Point
Kirkland, WA 98033
90-0821083
 (Commission File Number)
 (Address of Principal Executive Offices and zip code)
 (IRS Employer Identification No.)
 
(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;
 
 
 
Shares
Shares
Motion
Description
For
Withheld
1
To elect five nominees to serve on the Board until the 2018 Annual Meeting of Stockholders-
 
 
 
Marco Hegyi
399,168,159
40,931,453
 
Mark E. Scott
398,948,343
41,151,269
 
Michael E. Fasci
380,143,283
59,956,329
 
Katherine McLain
400,392,359
39,707,253
 
Thom Kozik
393,693,171
46,406,441
 
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;
 
 
 
Shares
Shares
 Shares
Motion
Description
For
Against
Abstained
2
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.
301,584,243
126,696,024
11,819,345
 
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;
 
 
 
Shares
Shares
 Shares
Motion
Description
For
Against
Abstained
3
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.
1,864,555,710
888,675,512
26,496,755
 
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;
 
 
 
Shares
Shares
 Shares
Motion
Description
For
Against
Abstained
4
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.
347,329,139
82,929,732
9,840,761
 
 
 
 
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;
 
 
 
Shares
Shares
 Shares
Motion
Description
For
Against
Abstained
5
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.
2,516,992,839
104,939,763
157,795,376
 
6. To approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers;
 
 
 
Shares
Shares
 Shares
Motion
Description
For
Against
Abstained
6
To approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers
331,350,236
83,074,284
25,675,092
 
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
Description
One Year
Two Years
Three Years
Abstain
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
267,585,299
40,159,910
104,247,983
27,806,420
 
Committee Assignments
 
On December 6, 2018, the Company’s Board of Directors, approved the following committee assignments:
 
Audit
 
Compensation
 
Nominations and Governance
Marco Hegyi (Interim Chairman)
 
Katherine McLain (Chairman)
 
Katherine McLain (Chairman)
Thom Kozik
 
Marco Hegyi
 
Marco Hegyi
Katherine McLain
 
Thom Kozik
 
Thom Kozik
 
Item                       
9.01 Financial Statements and Exhibits.
 
(d)  Exhibits.
 
 
 
 
Exhibit No.
 
Description
 
 
 
 
Press release dated December 10, 2018 concerning the 2018 Annual Meeting of Stockholders.
 
 
 
 
 
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.
 
 
 GROWLIFE, INC.
 
 
 
 
 
Date:  December 10, 2018
By:  
/s/ Marco Hegyi
 
 
 
Marco Hegyi 
 
 
 
Chief Executive Officer