---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-23-023343"
form_type: "8-K"
ticker: "GRWG"
cik: "0001604868"
company_name: "GrowGeneration Corp."
filed_at: "2023-06-23T23:59:59+00:00"
generated_at: "2026-06-13T18:03:20.978072+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.55
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# GrowGeneration shareholders reject equity plan share increase from 5M to 8M

## Summary
- Proposal to increase equity plan shares from 5M to 8M failed: 6.45M for, 17.34M against.
- Directors Aiello and Ciasullo each received ~13.4M withheld votes but were still elected.
- Say-on-pay approved narrowly: 12.02M for, 11.92M against.
- Grant Thornton ratified as independent auditor with 39.3M votes in favor.
- Turnout was 65.4% of shares outstanding as of April 24, 2023 record date.

## SEC filing metadata
- accession: 0001628280-23-023343
- form_type: 8-K
- ticker: GRWG
- cik: 0001604868
- company_name: GrowGeneration Corp.
- filed_at: 2023-06-23T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.55
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1604868/000162828023023343/0001628280-23-023343-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1604868/000162828023023343/grwg-20230622.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-23-023343
- JSON: https://secwatch.observer/filing/0001628280-23-023343.json
- Plain text: https://secwatch.observer/filing/0001628280-23-023343.txt

## Key facts
- Shareholder Votes
  GrowGeneration Corp. shareholders rejected Amendment of the Amended and Restated 2018 Equity Incentive Plan to increase the number of shares issuable from 5,000,000 to 8,000,000 at the 2023-06-22 meeting.
  - Proposal: charter amendment
  - Outcome: failed
  - Meeting: 2023-06-22
  source text: 3. Amendment of Equity Incentive Plan . The amendment of the Company's Amended and Restated 2018 Equity Incentive Plan to increase the number of shares issuable thereunder from 5,000,000 to 8,000,000 was not approved. For Against Abstain Broker Non-Votes Total Shares Voted 6,454,679 17,336,353 390,747 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1604868/000162828023023343/0001628280-23-023343-index.htm
- Shareholder Votes
  GrowGeneration Corp. shareholders approved Ratification of the appointment of Grant Thornton LLP as independent auditor for the fiscal year ending December 31, 2023 at the 2023-06-22 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-22
  source text: 4. Independent Auditor . The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements as of December 31, 2023 and for the fiscal year then ending was approved. For Against Abstain Broker Non-Votes Total Shares Voted 39,295,834 421,852 209,998 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1604868/000162828023023343/0001628280-23-023343-index.htm
- Shareholder Votes
  GrowGeneration Corp. shareholders approved Advisory approval of the compensation of the Company’s named executive officers at the 2023-06-22 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-22
  source text: 2. Say-on-Pay . The compensation of the Company’s named executive officers was approved on an advisory basis. For Against Abstain Broker Non-Votes Total Shares Voted 12,020,001 11,922,033 239,745 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1604868/000162828023023343/0001628280-23-023343-index.htm
- Shareholder Votes
  GrowGeneration Corp. shareholders approved Election of five directors to serve until the 2023 Annual Meeting at the 2023-06-22 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-22
  source text: 1. Election of Directors . The five individuals listed below were elected to the Board of Directors of the Company to serve until the Company’s 2023 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. Name of Nominee For Withheld Eula Adams 17,475,514 6,706,265 Stephen Aiello 10,737,052 13,444,727 Paul Ciasullo 10,484,370 13,697,409 Darren Lampert 23,406,696 775,083 Michael Salaman 22,748,020 1,433,759
  evidence_url: https://www.sec.gov/Archives/edgar/data/1604868/000162828023023343/0001628280-23-023343-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.