ugro-20240619

Delaware

001-39933

46-5158469

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common stock, par value $0.001 per share

UGRO

The Nasdaq Stock Market LLC

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).

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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described under Item 5.07 of this report, on June 19, 2024, at the Annual Meeting of Stockholders (“Annual Meeting”) of urban-gro, Inc. (“Company”), the Company's stockholders approved a second amendment (the “Plan Amendment”) to the Company's 2021 Omnibus Stock Incentive Plan (the “2021 Plan”). The 2021 Plan, as amended by the Plan Amendment, is referred to herein as the “Amended Plan.” The Amended Plan increased the number of shares of common stock the Company authorized for issuance under the 2021 Plan by 1,200,000 shares.

A summary of the Amended Plan is included in Proposal 2 of the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2024 (the “Proxy Statement”), which summary is incorporated in its entirety herein by reference. The summary of the Amended Plan contained herein and in the Proxy Statement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amended Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company held its Annual Meeting on June 19, 2024. At the close of business on April 22, 2024, the record date for the Annual Meeting (the “Record Date”), there were 12,318,761 shares of common stock, par value $0.001 per share, of the Company issued and outstanding, each share being entitled to one vote and to be voted together as one class vote at the Annual Meeting. At the Annual Meeting, there were present in person or by proxy 6,368,597 shares of the Company’s common stock, representing stockholders entitled to cast approximately 51.70% of the total outstanding eligible votes and constituting a quorum.

Five proposals were submitted in the Proxy Statement, one proposal was withdrawn, and the remaining four proposals were considered and voted upon at the Annual Meeting, all of which were described in the Proxy Statement filed with the Securities and Exchange Commission on April 25, 2024. Because Proposal Number 3 was withdrawn, there were no non-discretionary matters voted on at the Annual Meeting and, as such, the Company did not record any broker non-votes. Below are the voting results of the four proposals that were considered at the Annual Meeting:

At the Annual Meeting, the Company’s stockholders elected all of the incumbent directors that stood for reelection. Each director was elected by a plurality vote. The directors elected and the final vote tabulation for each director were as follows:


Director	For	Withhold
Bradley J. Nattrass	6,034,316	334,281
James R. Lowe	6,011,531	357,066
Lewis O. Wilks	5,654,835	713,762
Anita Britt	5,578,505	790,092
David Hsu	5,217,966	1,150,631
Sonia Lo	5,217,679	1,150,918

The Company’s stockholders approved an amendment to the Company's Omnibus 2021 Stock Incentive Plan. The proposal passed by the affirmative vote of a majority of votes cast. The final vote tabulation for that proposal was as follows:

As further described in the Company’s proxy supplement filed on May 7, 2 024, the third proposal listed in the Proxy Statement was withdrawn by the Company.

The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the named executive officers as set forth in the Proxy Statement. The proposal passed by the affirmative vote of a majority of votes cast. The final vote tabulation for that proposal was as follows:

The Company’s stockholders approved, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of named executive officers for a one year frequency. The proposal passed by the affirmative vote of a majority of votes cast. The final vote tabulation for that proposal was as follows:


Exhibit Number						Exhibit Description
10.1						Second Amendment to the Company's 2021 Omnibus Stock Incentive Plan
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	URBAN-GRO, INC.

Date: June 20, 2024	By:	/s/ Bradley Nattrass
		Bradley Nattrass
		Chairperson of the Board of Directors and Chief Executive Officer


1751 Panorama Point, Unit G Lafayette, Colorado						80026
(Address of principal executive offices)						(Zip Code)


For			5,755,205
Against			553,284
Abstain			60,108


For			3,964,817
Against			594,037
Abstain			1,809,743


For “ONE YEAR”			4,161,588
For “TWO YEARS”			220,648
For “THREE YEARS”			143,399
Abstain			1,842,962