8-K 1 form8k.htm 8-K

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): September 20, 2019
 
TURNING POINT BRANDS, INC.
 
(Exact name of registrant as specified in its charter)
 
Delaware
001-37763
20-0709285
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

5201 Interchange Way, Louisville, KY 40229
(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code): (502) 778-4421

N/A
(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the 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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
Title of each class
 
Trading Symbols(s)
 
Name of each exchange on which registered
 
Common Stock, $0.01 par value
 
TPB
 
New York Stock Exchange
 
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
 
On September 20, 2019, Thomas F. Helms, Jr, 79, retired as the non-executive Chairman of the Board and as a director of Turning Point Brands, Inc. (the “Company”). There were no disagreements between Mr. Helms and the Company.  Following such resignation, on September 20, 2019, the Board of Directors of the Company, following a recommendation by the Company’s Nominating and Corporate Governance Committee, elected David Glazek, a current director, as Chairman of the Board.

Item 9.01.
Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated September 24, 2019


SIGNATURE

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.

 
Turning Point Brands, Inc.
   
Date: September 24, 2019
By:
/s/ James W. Dobbins
   
James Dobbins
   
Senior Vice President, General Counsel and Secretary