Turning Point Brands (NYSE:TPB) held its virtual annual meeting of stockholders on Tuesday evening, during which shareholders elected the company’s slate of director nominees, ratified the appointment of KPMG LLP as independent auditor for 2026, and approved the company’s executive compensation advisory proposal.
Meeting opened with board and management introductions
Brittani Cushman, Senior Vice President, General Counsel, and Secretary of the Board, led the meeting and introduced the directors and executives participating on the call. Cushman recognized Executive Chairman and Director David E. Glazek; President and CEO and Director Graham A. Purdy; and directors Gregory H. A. Baxter, John A. Catsimatidis Jr., H.C. Charles Diao, Ashley Davis Frushone, Rohith Reddy, Kathleen M. Shanahan, Stephen Usher, and Lawrence S. Wexler.
Procedural matters and voting process
Cushman said the meeting covered items described in the company’s proxy statement dated March 25, 2026, for stockholders of record as of March 12, 2026. She stated that proper notice had been provided to stockholders entitled to notice and that a certified list of stockholders of record was available for inspection in advance of and during the meeting.
The company appointed Brooke Egan and Christopher Coyle as inspectors of election. Cushman said the inspectors had been sworn and had provided a preliminary report indicating a quorum was present, allowing the meeting to proceed. She also reminded any stockholders who had not yet voted, or who wished to change a prior proxy vote, to log in as a shareholder using a 16-digit control number.
Cushman noted that questions unrelated to the meeting’s proposals would be addressed as part of the company’s earnings call later in the week.
Director elections
The first proposal was the election of directors. Cushman stated that the following individuals nominated by the board were “the only persons properly nominated to serve as members of the Board of Directors” under the company’s bylaws:
- David E. Glazek
- Graham A. Purdy
- Gregory H. A. Baxter
- John A. Catsimatidis Jr.
- H.C. Charles Diao
- Ashley Davis Frushone
- Rohith Reddy
- Kathleen M. Shanahan
- Stephen Usher
- Lawrence S. Wexler
After pausing for any discussion submitted through the virtual meeting tools, Cushman closed discussion and moved to the remaining proposals.
Auditor ratification and say-on-pay vote
Stockholders also voted on a proposal to ratify the appointment of KPMG LLP as independent auditors for the fiscal year ending December 31, 2026. Cushman read the proposal as a resolution to ratify the audit committee’s appointment of KPMG.
The final voting item was an advisory vote on executive compensation. Cushman stated the proposal asked stockholders to approve “the compensation paid to the company’s named executive officers” as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, tables, and narrative disclosures.
Cushman said KPMG representatives Heekin and Person were available to answer appropriate questions after the meeting.
Results and adjournment
Voting opened shortly after 5:04 p.m. Eastern and closed at approximately 5:06 p.m., Cushman said. She then reported the inspectors’ results:
- All 10 nominees were elected as directors.
- The proposal to ratify KPMG LLP as independent auditors for 2026 was adopted.
- The proposal to approve named executive officer compensation was adopted.
Cushman said the inspectors’ report would be available for stockholder inspection and filed with the meeting minutes. With no further business, the meeting was adjourned at 5:07 p.m. Eastern.
About Turning Point Brands (NYSE:TPB)
Turning Point Brands, Inc (NYSE: TPB) is a U.S.-based consumer products company focused on the manufacture, marketing and distribution of smokeless tobacco, vaping and cigar products. Headquartered in Old Hickory, Tennessee, the company serves retail outlets across all 50 states through a direct-store-delivery network and select third-party distributors. Turning Point Brands operates two reporting segments—Smokeless Products and Cigar—and leverages its logistics capabilities to offer a broad portfolio of brands and SKUs.
In its Smokeless Products segment, Turning Point Brands produces moist smokeless tobacco under leading brand names such as Grizzly, Kodiak and Stoker’s.
