--- schema_version: "secwatch.filing_event.v1" accession: "0001706524-23-000068" form_type: "8-K" ticker: "UGRO" cik: "0001706524" company_name: "urban-gro, Inc." filed_at: "2023-06-21T23:59:59+00:00" generated_at: "2026-06-13T20:07:15.210189+00:00" event_type: "other" sentiment: "positive" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Urban-Gro shareholders OK 70% authorized share reduction, 1.2M share plan increase ## Summary - Authorized shares cut from 110M to 33M (30M common + 3M preferred); outstanding ~10.9M. - 2021 Stock Plan increased by 1.2M shares to 2.3M total for equity awards. - Supermajority voting requirements eliminated; charter/bylaw amendments now need majority vote. - Officer exculpation adopted for fiduciary duty of care claims per new Delaware law. - All five incumbent directors re-elected; BF Borgers ratified as auditor for FY 2023. ## SEC filing metadata - accession: 0001706524-23-000068 - form_type: 8-K - ticker: UGRO - cik: 0001706524 - company_name: urban-gro, Inc. - filed_at: 2023-06-21T23:59:59+00:00 - event_type: other - sentiment: positive - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 5.02, 5.07, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1706524/000170652423000068/0001706524-23-000068-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1706524/000170652423000068/ugro-20230621.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001706524-23-000068 - JSON: https://secwatch.observer/filing/0001706524-23-000068.json - Plain text: https://secwatch.observer/filing/0001706524-23-000068.txt ## Key facts - Governance Changes urban-gro, Inc.: Amendment to bylaws to remove supermajority vote requirement for adopting, amending, or repealing bylaws, replacing with a majority vote threshold (effective 2023-06-21). - Change: bylaw amendment - Effective: 2023-06-21 source text: to amend or repeal any provision of Article VI, Article VII, Article IX or Article X of the previous certificate of incorporation and amend Section 8.1 of the Company's bylaws to replace the provision requiring the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) evidence_url: https://www.sec.gov/Archives/edgar/data/1706524/000170652423000068/0001706524-23-000068-index.htm - Governance Changes urban-gro, Inc.: Amended and restated certificate of incorporation to eliminate supermajority voting requirements and add officer exculpation provisions; also reduced authorized capital from 110,000,000 shares to 33,000,000 shares (effective 2023-06-21). - Change: charter amendment - Effective: 2023-06-21 source text: As described under Item 5.07 of this report, on June 21, 2023, at the Annual Meeting, the Company's stockholders approved an amended and restated certificate of Incorporation (“Amended and Restated COI”) and an amendment to the Company's bylaws (“Bylaw Amendment”). evidence_url: https://www.sec.gov/Archives/edgar/data/1706524/000170652423000068/0001706524-23-000068-index.htm - Shareholder Votes urban-gro, Inc. shareholders approved Elimination of Supermajority Voting Requirements at the 2023-06-21 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-21 source text: Proposal 2. Elimination of Supermajority Voting Requirements The Company's stockholders approved the Amended and Restated COI and the Bylaw Amendment to eliminate Supermajority Provisions. The proposal passed by over 2/3rds of the voting power of all of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class. The final vote tabulation for that proposal was as follows: For 7,498,766 Against 132,537 Abstain 175,897 Broker Non-Votes 392,900 evidence_url: https://www.sec.gov/Archives/edgar/data/1706524/000170652423000068/0001706524-23-000068-index.htm - Shareholder Votes urban-gro, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-06-21 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-21 source text: Proposal 5. Appointment of Independent Registered Public Accounting Firm The Company's stockholders approved the proposal to ratify the appointment of BF Borgers CPA PC as the Company's independent registered public accountant, to audit the Company's financial books and records for its fiscal year ending December 31, 2023. The proposal passed by a majority vote. The final vote tabulation for that proposal was as follows: For 8,179,773 Against 3,613 Abstain 16,714 Broker Non-Votes — evidence_url: https://www.sec.gov/Archives/edgar/data/1706524/000170652423000068/0001706524-23-000068-index.htm - Shareholder Votes urban-gro, Inc. shareholders approved Adopt Limitation of Liability for Officers at the 2023-06-21 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-21 source text: Proposal 3. Adopt Limitation of Liability for Officers The Company's stockholders approved the Amended and Restated COI to limit the liability of certain officers in limited circumstances in accordance with new Delaware legislation. The proposal passed by a majority vote. The final vote tabulation for that proposal was as follows: For 7,518,375 Against 218,871 Abstain 69,954 Broker Non-Votes 392,900 evidence_url: https://www.sec.gov/Archives/edgar/data/1706524/000170652423000068/0001706524-23-000068-index.htm - Shareholder Votes urban-gro, Inc. shareholders approved Amendment to the 2021 Stock Incentive Plan at the 2023-06-21 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-21 source text: Proposal 4. Amendment to the 2021 Stock Incentive Plan The Company's stockholders approved an amendment to the Company's 2021 Stock Incentive Plan. The proposal passed by a majority vote. The final vote tabulation for that proposal was as follows: For 7,059,630 Against 539,694 Abstain 207,876 Broker Non-Votes 392,900 evidence_url: https://www.sec.gov/Archives/edgar/data/1706524/000170652423000068/0001706524-23-000068-index.htm - Shareholder Votes urban-gro, Inc. shareholders approved Election of Directors at the 2023-06-21 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-21 source text: Proposal 1. Election of Directors At the Annual Meeting, the Company's stockholders elected all of the incumbent directors that stood for reelection. Each director was elected by a majority vote. The directors elected and the final vote tabulation for each director were as follows: Director For Withhold Broker Non-Votes (1) Bradley J. Nattrass 7,662,020 145,180 392,900 James R. Lowe 7,374,423 432,777 392,900 Lewis O. Wilks 7,378,909 428,291 392,900 Anita Britt 7,379,014 428,186 392,900 David Hsu 7,433,941 373,259 392,900 Sonia Lo 7,434,941 372,259 392,900 (1) Broker non-votes represent proxies that are uninstructed on a proposal and submitted by brokers or other nominees who lack discretionary authority to vote on the proposal absent instructions from the beneficial owner of shares of stock. evidence_url: https://www.sec.gov/Archives/edgar/data/1706524/000170652423000068/0001706524-23-000068-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.